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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-KSB

(Mark One)

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

For the fiscal year ended October 31, 2008

[ ] 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.(Name of small business issuer 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)                          

Issuers telephone number604.569.2619

Securities registered under Section 12(b) of the Exchange Act:

|None                | N/A                                      
|------------------- | -----------------------------------------
|Title of each class | Name of each exchange on which registered

Securities registered under Section 12(g) of the Exchange Act:

Nil(Title of class)

Check whether the issuer is not required to file reports
pursuant to Section 13 or 15(d) of the Exchange Act. [   ]

Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 12 months
(or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past
90 days. Yes [X]    No [   ]

Check if there is no disclosure of delinquent filers in response
to Item 405 of Regulation S-B contained in this form, and no disclosure will
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-KSB or any amendment to this Form 10-KSB.

Yes [X]    No [   ]

Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). Yes [ 
 ]    No [X]

State issuers revenues for its most recent fiscal year:
$544,783

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2

State the aggregate market value of the voting and non-voting
common equity held by non-affiliates computed by reference to the price at
which the common equity was sold, or the average bid and asked price of such
common equity, as of a specified date within the past 60 days.

51,609,900 common shares @ $0.012(1)= 619,318.80

(1) average bid and asked price of such common
equity, as of February 17, 2009

(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST
FIVE YEARS)

Check whether the issuer has filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Exchange Act after
the distribution of securities under a plan confirmed by a court. Yes [ ] No [
]

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

State the number of shares outstanding of each of the issuers
classes of common equity, as of the latest practicable date.
60,287,000 common shares as of March 14, 2009

DOCUMENTS INCORPORATED BY REFERENCE

If the following documents are incorporated by reference,
briefly describe them and identify the part of the Form 10-KSB (e.g., Part
I, Part II, etc.) into which the document is incorporated: (1) any annual report
to security holders; (2) any proxy or information statement; and (3) any
prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of
1933 (Securities Act). The listed documents should be clearly described for
identification purposes (e.g., annual report to security holders for fiscal
year ended December 24, 1990). N/A

Transitional Small Business Disclosure Format (Check one): Yes
  [   ]    No [X]

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3

PART I

ITEM 1.       
DESCRIPTION OF BUSINESS.

Forward LookingStatements

This annual report contains forward-looking. 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,
intends, 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, which may cause our or our industrys actual
results, levels of activity or performance to be materially different from any
future results, levels of activity or performance 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 or performance. 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.

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. Our financial
statements are prepared in accordance with United States generally accepted
accounting principles.

As used in this annual report and unless otherwise indicated,
the terms we, us and our refer to Dussault Apparel Inc. and our
wholly-owned subsidiaries.

Corporate Overview

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. 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
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.

On June 25, 2007, we entered in a non-binding letter of intent
with Dussault Jeans Inc., pursuant to which we agreed to negotiate the terms of
a formal agreement for a business combination between the two companies.

Effective July 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 has 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 5, 2007, we entered into a revised non-binding
letter of intent with Dussault Jeans Inc. The revised letter of intent replaces
and supersedes our previous letter of intent with Dussault Jeans Inc. dated June
25, 2007.

Under the letter of intent, both companies had the right to
conduct due diligence on each other while we negotiated the terms of the formal
agreement. We have not entered into a formal agreement with Dussault Jeans Inc.
and the letter of intent terminated without prejudice to either party on
November 30, 2007.

On November 5, 2007, we entered into a return to treasury
agreement with Jason Dussault, our Chief Executive Officer and a director,
pursuant to which Mr. Dussault agreed to the return and cancellation of
13,000,000 shares of

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4

our common stock currently held by him. We did not provide Mr.
Dussault with any compensation for such cancellation.

On November 8, 2007, we opened our first retail location on
Melrose Avenue, California. Our Melrose location features 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, 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.
  We will continue to focus on our remaining operations and distribution arrangements
  and will seek additional opportunities in the apparel retail sector.

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

Current Business

Our principal products are limited edition high fashion
streetwear, specifically hoodies, jeans and accessories. We design, market,
distribute and sell our products under the Dussault Custom Ink trademark. Our
products are sold in the United States and abroad to upscale retailers and
boutiques. Samples of our products can be viewed on our website located at
www.Dussaultapparel.com.

We currently sell men's styles and women's styles. Our products
are made with high quality materials that are effected with a variety of
processes including bleaching, washing, painting and hand finishing. Although we
operate in a highly competitive market, what distinguishes our brand is the
attention to detail and the exclusivity of our products. Production runs are
limited editions and in the case of our luxury leather bags each bag is
numbered. In summary, we create clothing that by its exclusivity and limited
production runs becomes an expression of a customers individuality.

Our hoodies are inspired hand finished pieces of art, these
hoodies for men and women are lined with silk and accented with tattoo inspired
artwork on the back. Skulls, lions, flames or a bloody cleaver toting panda give
these hoodies an edge.

Our products can be found in major Canadian cities, Out
products are sold to fashion conscious customers who shop in high-end boutiques
and stores to customers who want to wear and be seen in the latest, trendiest
streetwear.

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. Examples of
companies with whom we compete include Innovo Group Inc. (Joe's Jeans, Inc.),
Levi Strauss & Co., Ed Hardy, Affliction and Christian Audigier,

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.

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5

Research And Development

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

Employees

Currently our employees consist of our directors and officers,
who include Terry Fitzgerald, our President and Chief Executive Officer, Jason
Dussault, our Secretary and Treasurer, Robert Mintak, our Chief Operating
Officer and Chief Financial Officer and Jason Sundar, our VP Corporate Finance.

We expect to hire no new employees over the next 12 month
period given our current minimal level of operation.

Intellectual Property

We own and operate the following registered internet domain names:

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

We own and operate the following trademark:

- Dussault Custom Ink Trademark.

Customers

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 15-40. 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 outrageous short
films to animations and music videos, we are constantly developing and airing
fresh 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 T.V. shows 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ve
hosted with some of Los Angeles hottest celebrities. He also promotes us through
wearing our product while appearing on the Are You Smarter Than A Fifth Grader,
as well as numerous other T.V. 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.

Report to Security Holders

We are not required to deliver an annual report to our
stockholders but will voluntarily send an annual report, together with our
annual audited financial statements. Any Securities and Exchange Commission
filings that we do file will be available to the public over the internet at the
Securities and Exchange Commission's website at http://www.sec.gov.

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6

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, NE, Washington DC 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. We are an electronic
filer. The Securities and Exchange Commission maintains an internet site that
contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the Securities and Exchange
Commission. The internet address of the site is http://www.sec.gov.

RISK FACTORS

Much of the information included in this annual report includes
or is based upon estimates, projections or other forward-looking statements.
Such forward-looking statements include any projections or estimates made by us
and our management in connection with our business operations. While these
forward-looking statements, and any assumptions upon which they are based, are
made in good faith and reflect our current judgment regarding the direction of
our business, actual results will almost always vary, sometimes materially, from
any estimates, predictions, projections, assumptions or other future performance
suggested herein.

Such estimates, projections or other forward-looking
statements involve various risks and uncertainties as outlined below. We
caution the reader that important factors in some cases have affected and, in
the future, could materially affect actual results and cause actual results to
differ materially from the results expressed in any such estimates, projections
or other forward-looking statements.

Our common shares are considered speculative during the
development of our new business operations. Prospective investors should
consider carefully the risk factors set out below.

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, 2008, we had working capital surplus of
$397,810. We do not expect positive material cash flow from operations in the
near term. We have estimated that we may require up to $250,000 to carry out our
plan in regards to retail fashion during the twelve month period ended October
31, 2009. However, there is no assurance that actual cash requirements will not
exceed our estimates.

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

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7

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.

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.

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
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

Trading in our common shares on the OTC Bulletin Board is
limited and sporadic making it difficult for our shareholders to sell their
shares or liquidate their investments.

Our common shares are currently listed for public trading on
the OTC Bulletin Board. The trading price of our common shares has been subject
to wide fluctuations. Trading prices of our common shares may fluctuate in
response to a number of factors, many of which will be beyond our control. The
stock market has generally experienced extreme price and volume fluctuations
that have often been unrelated or disproportionate to the operating performance
of companies with no current business operation. There can be no assurance that
trading prices and price earnings ratios previously experienced by our common
shares will be matched or maintained. These broad market and industry factors
may adversely affect the market price of our common shares, regardless of our
operating performance.

In the past, following periods of volatility in the market
price of a companys securities, securities class-action litigation has often
been instituted. Such litigation, if instituted, could result in substantial
costs for us and a diversion of managements attention and resources.

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8

Our stock is a penny stock. Trading of our stock may be
restricted by the SECs penny stock regulations 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 SEC 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 securities. We
believe that the penny stock rules discourage investor interest in and limit the
marketability of our common stock.

FINRA sales practice requirements may also limit a
stockholders ability to buy and sell our stock and may have an adverse effect
on the market for our shares.

In addition to the penny stock rules promulgated by the
Securities and Exchange Commission, the FINRA 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
FINRA believes that there is a high probability that speculative low priced
securities will not be suitable for at least some customers. The FINRA
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 and have an adverse effect on the market for our shares.

ITEM 2.       
DESCRIPTION OF PROPERTY.

Our principal office is located at 2250 East Hastings Street,
Vancouver, BC V5L 1V4. We sublease at a cost of $2,500 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.       
SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

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9

PART II

ITEM 5.        MARKET FOR
COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS 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.

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 BoardQuarter Ended(1)
      High
      LowOctober 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.

On February 17, 2009, the date of our last trade, the closing
price for the common stock as reported by the quotation service operated by the
OTC Bulletin Board was $0.0107.

As of March 14, 2009, there were 60 holders of record of our
common stock. As of such date, 52,487,000 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 declared or paid any cash dividends since
inception. Although there are no restrictions that limit our ability to pay
dividends on our common shares, we intend to retain future earnings, if any, for
use in the operation and expansion of our business and do not intend to pay any
cash dividends in the foreseeable future.

Equity Compensation Plan Information

We currently do not have any stock option or equity plans.

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10

ITEM 6.        MANAGEMENT
DISCUSSION AND ANALYSIS

You should read the following discussion of our financial
condition and results of operations together with the audited financial
statements and the notes to audited financial statements included elsewhere in
this filing prepared in accordance with accounting principles generally accepted
in the United States. This discussion contains forward-looking statements that
reflect our plans, estimates and beliefs. Our actual results could differ
materially from those anticipated in these forward looking statements.

Plan of Operation

We remain an early stage company that has only recently
commenced active operations. As noted below we have only recently been
generating revenue from our retail sales. Our primary concerns in regards to our
efforts to maintain and expand our business and increase our revenues are:

- market acceptance of our products;
- our ability to successfully compete with other more established companies
  who provide similar products; and
- our short term funding requirements until we achieve a break-even level of
  operations.

While we are encouraged by the recent increases in sales and
revenues (from $102,945 for the year ended October 31, 2007 to $544,783 for the
year ended October 31, 2008), we realize that in order for this trend to
continue we must establish and maintain a significant share of our target market
for the sales of our products. The only measurement that we have for
ascertaining whether or not the market is accepting our products, and whether or
not we are successfully competing in such market, is whether our revenues are
increasing on a month to month basis. As we are an early stage company, and
until we achieve a more substantial level of operations and have greater
resources available to us, it will be difficult to analyze how we are doing in
terms of our efforts to obtain additional market share and successfully compete
in the retail market, other than by looking to our revenues as a benchmark.

Until we are able to generate material revenues from operations
we must limit our expenses as much as possible. To date the majority of our
expenses have been as a result of the acquisition of inventory, start up costs
in regards to our retail operations, and stock compensation expenses due to
share issuances to certain directors, officers and employees. Once we are no
longer faced with such expenses, we anticipate that our ongoing operating
expenses will be at a manageable level, provided that we at least maintain our
current level of revenues and locate some additional financing as described
below.

Cash Requirements

We anticipate that we will require up to $250,000 for the 12
month period ending October 31, 2009 to implement our expansion plans.
Specifically, we estimate our operating expenses and working capital
requirements for the next 12 months to be as follows:

Estimated Funding Required During the Next
      Twelve MonthsDesign and Development Activities
    $
    NilOfficer and Employee Compensation
    
    NilSales and Marketing
    
    50,000Legal, Accounting and Professional Fees
    
    100,000General and Administrative
    
    100,000Total
    $
    250,000


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, if and when it is needed, we will be forced to
scale down or perhaps even cease the operation of our business.

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11

Results of Operations for the Years ended October 31, 2008
and 2007

The following summary of our results of operations should be
read in conjunction with our audited financial statements for the year ended
October 31, 2008 which are included herein.

Our operating results for the years ended October 31, 2008 and
2007 are summarized as follows:

Year Ended October 31, 2008
    
      Year Ended October 31, 2007Revenue
    $
      544,783
    $
      102,945Expenses
    $
      2,683,633
    $
      5,991,960Salaries & Wages
    $
      208,860
    $
      121,682Professional fees
    $
      280,612
    $
      27,074Occupancy Costs
    $
      107,736
    $
      26,580Warehousing
    $
      194,279
    $
      NilDesign
    $
      47,750
    $
      NilDepreciation
    $
      36,913
    $
      NilStart-Up Costs
    $
      Nil
    $
      5,777,175Other administrative Expenses
    $
      344,750
    $
      $ 38,255


We incurred a net loss of $4,158,068 for the year ended October
31, 2008 as compared to a net loss of 5,921,650 for the year ended October 31,
2007. The loss was primarily a result of salaries and wages, start up costs in
regards to our retail operations, and stock compensation expenses due to share
issuances to certain directors, officers and employees.

We recognized an increase in revenues to $544,783 for the year
ended October 31, 2008. The increase in revenue was due to an increase in sales.
Our operating income was $316,091.

We experienced a decrease in general and administration
expenses in the year ended October 31, 2008 to $1,220,900, as compared to
general and administration expenses for the year ended October 31, 2007 of
$5,991,160. This decrease was primarily due to our company having completed the
start-up of our stores during our 2007 year end.

As of October 31, 2008, we had a working capital surplus of
$397,810.

Liquidity and Capital Resources

Our principal capital resources have been through the issuance
of common stock, although we may use shareholder loans, advances from related
parties, or borrowing in the future.

As at October 31, 2008 we had $163,214 of cash on hand. As at
October 31, 2008, our total current assets were $404,247, which consisted
primarily of inventory of $181,847, cash on hand as noted above and accounts
receivable of $59,186.

As at October 31, 2008 our current assets were $404,247,
compared to current assets of $2,475,017 as at October 31, 2007.

---

12

As at October 31, 2008, we had a working capital surplus of
$397,810, compared to working capital surplus of $1,549,555 as at October 31,
2007.

As at October 31, 2008, our total current liabilities decreased to $6,437 from $925,462 at October 31, 2007, primarily due to the reduction of subscriptions received.

While our revenue from sales has been increasing from period to
period, there is no guarantee that this will continue, or will increase to a
sufficient level to fund our operations. However, as our revenues and cash flow
from operations increase, we look forward to relying less on the sale of stock
and advances from related parties in order to finance our operations.

We do not anticipate any material changes in the cost or
requirements relating to the capital resources required to conduct our
operations. We do not have any obligations regarding, and do not intend on
making, any material capital expenditures.

Historically, we have financed the majority of our cash flow and operations from the sale of stock and advances from shareholders.  As at October 31, 2008, our currents funds are not sufficient for us to address our current and ongoing expenses, and as a result we may have to restrict or eliminate expenses associated with our marketing and promotion activities.  Additionally, we elected to close our store located on Melrose Avenue in Los Angeles and have ceased all operations relating to that location. Given the losses associated with that location, and the current market circumstances for retailers, our management was of the view that such closure was necessary to prevent further losses and conserve working capital.

We have no external sources of liquidity in the form of credit lines from banks.  Based on our future operations described below, management believes that our available cash may not be sufficient to fund our working capital requirements in the near future, although given our minimal level of ongoing operations we are hopeful of not having to raise additional funds through the sale of our equity securities or arrange an advance from shareholders of our company.

Future Operations

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, 2009.

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.

Going Concern

We have suffered recurring losses from operations. The
continuation of our company as a going concern is dependent upon our company
attaining and maintaining profitable operations and raising additional capital.
The

---

13

financial statements do not include any adjustments relating to
the recovery and classification of recorded asset amounts or the amount and
classification of liabilities that might be necessary should our company
discontinue operations.

Off-Balance Sheet Arrangements

Our company has no outstanding derivative financial
instruments, off-balance sheet guarantees, interest rate swap transactions or
foreign currency contracts. Neither our company nor our operating subsidiaries
engage in trading activities involving non-exchange traded contracts.

CRITICAL ACCOUNTING POLICIES

Our financial statements and accompanying notes are prepared in
accordance with generally accepted accounting principles used in the United
States. Preparing financial statements requires management to make estimates and
assumptions that affect the reported amounts of assets, liabilities, revenue,
and expenses. These estimates and assumptions are affected by management's
application of accounting policies. We believe that understanding the basis and
nature of the estimates and assumptions involved with the following aspects of
our consolidated financial statements is critical to an understanding of our
financials.

Income Taxes

We utilize 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 our 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. We generated deferred tax credits through net operating loss
carryforwards. 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.

Going Concern

Our 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. As at October 31, 2008 we 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, we incurred
a net loss of $4,158,068 in the year ended October 31, 2008. We had a negative
cash flow of $64,062 in the same period. We opened our planned retail outlet in
November 2007, however the ability of our company to continue as a going concern
is dependent on the successful stimulation of sales in order to fund operating
losses and become profitable. If we are unable to become profitable, we could be
forced to cease development of operations. Management cannot provide any
assurances that our company will be successful in its retail operation. The
accompanying financial statements do not include any adjustments that might be
necessary if our company is unable to continue as a going concern.

Development-Stage Company

We are 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, our company has incurred operating losses totaling
$10,081,872. Our working capital has been generated through the sales of common
stock. Management has provided financial data since

---

14

August 1, 2006 Inception in the financial statements, as a
means to provide readers of our financial information to make informed
investment decisions.

Accounts Receivable

We company shipped inventory at wholesale prices to twenty-five
retail outlets in the first nine months of the fiscal year totaling $448,494.
$60,569 was converted to samples for advertising and the balance collected.
Additional receivables of $59,196 remained outstanding at October, 31, 2008, all
of which was subsequently collected. An accounting policy for allowance for
doubtful accounts has not been established because of insufficient
experience.

Inventory

Inventories are stated at the lower of cost or market value.
Market value represents net realizable value. Inventories are 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.

Property and Equipment

Fixtures and equipment are stated at cost less accumulated
depreciation at cost and depreciated using straight line methods over the
estimated useful lives of the related assets ranging from 7 to 10 years. Major
additions, betterment and rental improvements during the construction phase of
the retail store April through October 2007 are capitalized. Maintenance and
repairs are expensed currently. Fixtures and equipment including leasehold
improvements total $88,428 net of accumulated depreciation of $36,916 as at
October 31, 2008.

We review the carrying value of long-term assets to be held and
used when events and circumstances warrant such a review. If the carrying value
of a long-lived asset is considered impaired, a loss is recognized based on the
amount by which the carrying value exceeds the fair market value. Fair market
value is determined primarily using the anticipated cash flows discounted at a
rate commensurate with the risk involved. The cost of normal maintenance and
repairs is charged to operations as incurred. Major overhaul that extends the
useful life of existing assets is capitalized. When equipment is retired or
disposed, the costs and related accumulated depreciation are eliminated and the
resulting profit or loss is recognized in income.

Note Receivable

On April 16, 2008, we entered into a bridge loan agreement
under a promissory note from Dayton Boot Co. Enterprises Ltd. of Vancouver,
Canada for $300,000. The terms are that the principal amount, plus 6% simple
interest, will be due and payable when a transaction is concluded between the
two parties, or December 31, 2008, the earlier. The sum was advanced in Canadian
funds, equating to USD 293,000. The note is accompanied by restrictions on
Dayton Boot regarding the acquisition of stock or votes or control of our
company or selling its stock to our company.

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. We have no potentially dilutive
securities as of October 31, 2008.

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.

---

15

The following is a reconciliation of the numerators and
denominators of the basic and diluted earnings per share computations for the
year ended October 31, 2008 and 2007:

|                                            | 2008          | 2007        
|------------------------------------------- | ------------- | ------------
|Basic and diluted net loss
      per share: |               |             
|Numerator                                   |               |             
|Comprehensive Net (Loss)                    | $ (4,179,262) | $(5,921,650)
|                                            |               |             
|Denominator                                 |               |             
|Basic and diluted weighted average          |               |             
|number of shares
      outstanding          | 45,405,989    | 49,921,471  
|                                            |               |             
|Basic and Diluted Net Loss Per Share        | $ (0.092)     | $ (0.119)   

Recent Accounting Pronouncements

In December 2004, the FASB issued SFAS No.123 (revised 2004),
"Share-Based Payment". Statement 123(R) will provide investors and other users
of financial statements with more complete and neutral financial information by
requiring that the compensation cost relating to share-based payment
transactions be recognized in financial statements. That cost will be measured
based on the fair value of the equity or liability instruments issued. Statement
123(R) covers a wide range of share-based compensation arrangements including
share options, restricted share plans, performance-based awards, share
appreciation rights, and employee share purchase plans. Statement 123(R)
replaces FASB Statement No. 123, Accounting for Stock-Based Compensation, and
supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees.
Statement 123, as originally issued in 1995, established as preferable a
fair-value-based method of accounting for share-based payment transactions with
employees. However, that Statement permitted entities the option of continuing
to apply the guidance in Opinion 25, as long as the footnotes to financial
statements disclosed what net income would have been had the preferable
fair-value-based method been used. Public entities (other than those filing as
small business issuers) were required to apply Statement 123(R) as of the first
interim or annual reporting period that began after June 15, 2005.

In March 2005, the SEC released Staff Accounting Bulletin No.
107, Share-Based Payment (SAB 107), which provided interpretive guidance
related to the interaction between SFAS 123(R) and certain SEC rules and
regulations. It also provided the SEC staffs views regarding valuation of
share-based payment arrangements. In April 2005, the SEC amended the compliance
dates for SFAS 123(R), to allow companies to implement the standard at the
beginning of their next fiscal year, instead of the next reporting period
beginning after June 15, 2005. Management adopted SFAS 123(R) at inception
August 1, 2006.

---

16

ITEM 7.        FINANCIAL
STATEMENTS.

The following consolidated financial statements and the notes
thereto are filed as part of this annual report:

| | Report
      of Independent Registered Public Accounting Firm dated March 16, 2009;                                  
| | ---------------------------------------------------------------------------------------------------------------------
| |                                                                                                                      
| | Balance
      Sheets at October 31, 2008 and 2007;                                                                   
| |                                                                                                                      
| | Statements
      of Operations for the years ended October 31, 2008 and 2007;                                        
| |                                                                                                                      
| | Statements
      of Cash Flows for the years ended October 31, 2008 and 2007;                                        
| |                                                                                                                      
| | Statements
      of Stockholders Equity for the period from August 1, 2006 (inception) to
      October 31, 2008; and
| |                                                                                                                      
| | Notes
      to the Financial Statements.                                                                             

---

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, 2008 and 2007 and the related statements of
operations, of shareholders equity (deficit) and of cash flows for the years
ended October 31, 2008 and 2007. 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, 2008 and 2007 and the results
of its operations and its cash flows for the years ended October 31, 2008 and
2007 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, 2008 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 planned to and subsequently closed its retail outlet, per Note 7 to
these financial statements. 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

s/b  “John Kinross-Kennedy”

John Kinross-Kennedy Certified Public Accountant
Irvine, California March 16, 2009

---

18

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

|                                                       |   | 2008        |   |   | 2007       |  
|------------------------------------------------------ | - | ----------- | - | - | ---------- | -
|                                                       |   |             |   |   |            |  
|ASSETS                                                 |   |             |   |   |            |  
|Current Assets                                         |   |             |   |   |            |  
|Cash                                                   | $ | 163,214     |   | $ | 227,256    |  
|Accounts Receivable                                    |   | 59,186      |   |   | 102,944    |  
|Inventory                                              |   | 181,847     |   |   | 2,144,817  |  
|                                                       |   |             |   |   |            |  
|Total Current Assets                                   | $ | 404,247     |   | $ | 2,475,017  |  
|                                                       |   |             |   |   |            |  
|Notes
      Receivable                                 |   | 293,000     |   |   | -          |  
|                                                       |   |             |   |   |            |  
|Property and Equipment, net                            |   | 51,515      |   |   | 68,641     |  
|                                                       |   |             |   |   |            |  
|Other
      Assets                                     |   |             |   |   |            |  
|Deposits                                               |   | 23,851      |   |   | -          |  
|                                                       |   |             |   |   |            |  
|Total Assets                                           | $ | 772,613     |   | $ | 2,543,658  |  
|                                                       |   |             |   |   |            |  
|LIABILITIES AND STOCKHOLDERS' EQUITY                   |   |             |   |   |            |  
|Current Liabilities                                    |   |             |   |   |            |  
|Accounts Payable and accrued liabilities               | $ | 6,437       |   | $ | 889        |  
|Subscription Received                                  |   | -           |   |   | 924,573    |  
|                                                       |   |             |   |   |            |  
|Total Current Liabilities                              |   | 6,437       |   |   | 925,462    |  
|                                                       |   |             |   |   |            |  
|Stockholders' Equity                                   |   |             |   |   |            |  
|Common Stock, $0.001 par value; authorized             |   |             |   |   |            |  
|75,000,000 shares; issued and outstanding              |   |             |   |   |            |  
|51,687,000 shares as at October 31, 2008               |   |             |   |   |            |  
|56,487,000 shares as at October 31, 2007               |   | 51,687      |   |   | 56,487     |  
|Additional Paid-In Capital                             |   | 10,817,555  |   |   | 7,485,513  |  
|Accumulated other comprehensive
      loss             |   | (21,194     | ) |   | -          |  
|Accumulated deficit during the development
      stage |   | (10,081,872 | ) |   | (5,923,804 | )
|                                                       |   |             |   |   |            |  
|Total Stockholders' Equity                             |   | 766,176     |   |   | 1,618,196  |  
|                                                       |   |             |   |   |            |  
|Total Liabilities and Stockholders' Equity             | $ | 772,613     |   | $ | 2,543,658  |  

---

19

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

For the periodAug. 1 2006For the three months ended
      
      
      For the year ended
      
      
      (inception) toOctober 31,
      
      
      October 31,
      
      
      October. 31,2008
      
      
      2007
      
      
      2008
      
      
      2007
      
      
      2008Revenue
      $
      210,937
      
      $
      102,945
      
      $
      544,783
      
      $
      102,945
      
      $
      647,728Cost of Sales
      
      (32,924
      )
      
      33,435
      
      
      228,692
      
      
      33,435
      
      
      262,128Operating Income
      
      243,861
      
      
      69,510
      
      
      316,091
      
      
      69,510
      
      
      385,600Selling CostsMarketing
      
      20,000
      
      
      -
      
      
      187,165
      
      
      -
      
      
      20,000Advertising
      
      54,417
      
      
      364
      
      
      157,683
      
      
      394
      
      
      54,417Samples
      
      60,569
      
      
      -
      
      
      60,569
      
      
      -
      
      
      60,569Development - Vancouver
      
      729,083
      
      
      -
      
      
      1,056,316
      
      
      -
      
      
      729,083864,069
      
      
      364
      
      
      1,461,733
      
      
      394
      
      
      864,069General and Administrative Expenses:Salaries &
        Wages
      
      30,582
      
      
      91,352
      
      
      208,860
      
      
      121,682
      
      
      330,542Professional Fees
      
      78,588
      
      
      1,673
      
      
      280,612
      
      
      27,074
      
      
      310,876Occupancy Costs
      
      27,966
      
      
      26,580
      
      
      107,736
      
      
      26,580
      
      
      27,966Warehousing
      
      81,550
      
      
      -
      
      
      194,279
      
      
      -
      
      
      81,550Design
      
      14,350
      
      
      -
      
      
      47,750
      
      
      -
      
      
      14,350Depreciation
      
      35,413
      
      
      -
      
      
      36,913
      
      
      -
      
      
      35,413Retail Launch
      
      
      
      
      5,777,175
      
      
      -
      
      
      5,777,175
      
      
      5,777,175Other Administrative Exp.
      
      83,918
      
      
      208
      
      
      344,750
      
      
      38,255
      
      
      1,234,005352,367
      
      
      5,896,988
      
      
      1,220,900
      
      
      5,990,766
      
      
      7,811,877Non-Recurring ItemsInventory markdown
      
      1,791,526
      
      
      -
      
      
      1,791,526
      
      
      -
      
      
      1,791,526Total Expenses
      
      3,007,962
      
      
      5,897,352
      
      
      4,474,159
      
      
      5,991,160
      
      
      10,467,472Net Loss
      
      (2,764,101
      )
      
      (5,827,842
      )
      
      (4,158,068
      )
      
      (5,921,650
      )
      
      (10,081,872
      )Currency translationadjustment
      
      (21,194
      )
      
      -
      
      
      (21,194
      )
      
      -
      
      
      (21,194
      )Comprehensive income (loss)
      $
      (2,785,295
      )
      $
      (5,827,842
      )
      $
      (4,179,262
      )
      $
      (5,921,650
      )
      $
      (10,103,066
      )Loss Per Common Share:Basic and diluted
      $
      (0.059
      )
      $
      (0.119
      )
      $
      (0.092
      )
      $
      (0.119
      )Weighted average shares outstanding,basic and diluted
      
      46,568,522
      
      
      49,000,000
      
      
      45,405,989
      
      
      49,921,471


---

DUSSAULT APPAREL INC. (A Development Stage
Company)Statementof Cash Flows

For the periodAug. 1 2006For the three months ended
      
      
      For the year ended
      
      
      (inception) toOctober 31,
      
      
      October 31,
      
      
      October 31,2008
      
      
      2007
      
      
      2008
      
      
      2007
      
      
      2008Cash flows from operating activities:Net loss
      $
      (2,785,295
      )
      $
      (5,827,842
      )
      $
      (4,158,068
      )
      $
      (5,921,650
      )
      $
      (10,081,872
      )Adjustments
        to reconcile net loss tonet cash used by operating
        activities:Depreciation
      
      35,413
      
      
      
      
      
      36,913
      
      
      
      
      
      36,913Stock issued for services
      
      
      
      
      5,272,000
      
      
      
      
      
      5,272,000
      
      
      5,272,000Inventory Mark Down
      
      1,791,526
      
      
      
      
      
      1,791,526
      
      
      
      
      
      1,791,526Contribution of capital assets
      
      
      
      
      
      
      
      667,242
      
      
      
      
      
      667,242Change
        in operating assets and liabilities:Accounts receivable
      
      24,088
      
      
      (102,944
      )
      
      43,758
      
      
      (102,944
      )
      
      (59,186
      )Accounts payable
      
      359
      
      
      (14,440
      )
      
      5,549
      
      
      889
      
      
      6,437Inventory
      
      
      
      
      (839,741
      )
      
      171,443
      
      
      (2,144,817
      )
      
      (1,973,373
      )Deposits
      
      (23,851
      )
      
      
      
      
      (23,851
      )
      
      
      
      
      (23,851
      )Other Assets
      
      1,539
      
      
      
      
      
      1,539Net cash
        (used by)operating activities
      
      (956,221
      )
      
      (1,512,967
      )
      
      (1,463,949
      )
      
      (2,896,522
      )
      
      (4,364,164
      )Cash flows from investing activities:Purchase of equipment
      
      (1,285
      )
      
      (68,641
      )
      
      (19,788
      )
      
      (68,641
      )
      
      (88,428
      )Start-Up costs
      
      
      
      
      
      
      
      (1,538
      )Net cash (used by) investingactivities
      
      (1,285
      )
      
      (68,641
      )
      
      (21,326
      )
      
      (68,641
      )
      
      (88,428
      )


---

21

Cash flows from financing
      activities:Loan to Dayton Boots
    
      (293,000
    )
    
      
    
    
      (293,000
    )
    
      
    
    
      (293,000
    )Subscription received
    
      (680,000
    )
    
      (553,652
    )
    
      (924,573
    )
    
      924,573Common stock issued for cash
    
      1,385,000
    
    
      2,215,000
    
    
      2,660,000
    
    
      2,224,000
    
    
      4,930,000Net cash (used by)
      providedby financing
        activities
    
      705,000
    
    
      1,661,348
    
    
      1,442,427
    
    
      3,148,573
    
    
      4,637,000Effect of exchange rates
    
      
    
    
      
    
    
      
    
    
      
    
    
      `on cash
    
      (21,194
    )
    
      
    
    
      (21,194
    )
    
      
    
    
      (21,194
    )Net increase (decrease) in cash
    
      (252,506
    )
    
      79,740
    
    
      (64,042
    )
    
      183,410
    
    
      163,214Cash, beginning of the period
    
      436,914
    
    
      147,516
    
    
      227,256
    
    
      43,846
    
    
      -Cash, end of the period
    $
      184,408
    
    $
      227,256
    
    $
      163,214
    
    $
      227,256
    
    $
      163,214Supplemental cash flow disclosure:Interest paid
    
      -
    
    
      -
    
    
      -
    
    
      -
    
    
      -Taxes paid
    
      -
    
    
      -
    
    
      -
    
    
      -
    
    
      -


---

DUSSAULT APPAREL INC. (A Development Stage Company)
Statement of Stockholders' Equity (Unaudited)

|                                                              |  |                    |   |   |            |   |   |            |   |   | Accumulated |   |   | Accumulated   |   |   |            |  
|------------------------------------------------------------- |  | ------------------ | - | - | ---------- | - | - | ---------- | - | - | ----------- | - | - | ------------- | - | - | ---------- | -
|                                                              |  |                    |   |   |            |   |   |            |   |   | Other       |   |   | Deficit       |   |   | Total      |  
|                                                              |  | Common
      Stock |   |   | Additional |   |   | Compre-    |   |   | during the  |   |   | Shareholders' |  
|                                                              |  | Number of          |   |   |            |   |   | Paid-In    |   |   | hensive     |   |   | Development   |   |   | Equity     |  
|                                                              |  | Shares             |   |   | Amount     |   |   | Capital    |   |   | Income      |   |   | Stage         |   |   | (Deficit)  |  
|                                                              |  |                    |   |   |            |   |   |            |   |   |             |   |   |               |   |   |            |  
|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     |  
|                                                              |  |                    |   |   |            |   |   |            |   |   |             |   |   |               |   |   |            |  
|Aug31, 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 $0.20
      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    |  

---

DUSSAULT APPAREL INC. (A Development Stage Company)NOTES TO THE FINANCIAL STATEMENTS October 31, 2008

NOTE 1  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
retail 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 are produced in the
Vancouver, Canada office, manufactured in China and warehoused in Los Angeles.
The Company also wholesales to retail outlets as well as sports organizations
throughout the U.S. and Canada.

NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING P0LICIES

Basis of Preparation

These financial statements have been prepared in accordance
with generally accepted accounting principles in the United States of America
and with the instructions to Form 10-QSB as promulgated by the Securities and
Exchange Commission (SEC).

These financial statements include all adjustments that in the
opinion of management are necessary to present fairly the financial position,
results of operations and cash flows for the year months ended October 31, 2008.
All adjustments are of a normal recurring nature.

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.

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 March
31, 2008 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.

---

24

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 carryforwards. 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.

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
October 31, 2008 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 $4,158,068 in the year ended October 31, 2008. The
Corporation had a negative cash flow of $64,062 in the same period. The Company
opened its planned retail outlet in November 2007, however the ability of the
Company to continue as a going concern is dependent on the successful
stimulation of sales 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
$10,081,872. The Companys working capital has been generated through the sales
of common stock. 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.

Accounts Receivable

The company shipped inventory at wholesale prices to
twenty-five retail outlets in the first nine months of the fiscal year totaling
$448,494. $60,569 was converted to samples for advertising and the balance
collected. Additional receivables of $59,196 remained outstanding at October,
31, 2008, all of which was subsequently collected. An accounting policy for
allowance for doubtful accounts has not been established because of insufficient
experience.

---

25

Inventory

Inventories are stated at the lower of cost or market value.
Market value represents net realizable value. Inventories are 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.

Property and Equipment

Fixtures and equipment are stated at cost less accumulated
depreciation at cost and depreciated using straight line methods over the
estimated useful lives of the related assets ranging from 7 to 10 years. Major
additions, betterment and rental improvements during the construction phase of
the retail store April through October 2007 are capitalized. Maintenance and
repairs are expensed currently. Fixtures and equipment including leasehold
improvements total $88,428 net of accumulated depreciation of $36,916 as at
October 31, 2008.

The Company reviews the carrying value of long-term assets to
be held and used when events and circumstances warrant such a review. If the
carrying value of a long-lived asset is considered impaired, a loss is
recognized based on the amount by which the carrying value exceeds the fair
market value. Fair market value is determined primarily using the anticipated
cash flows discounted at a rate commensurate with the risk involved. The cost of
normal maintenance and repairs is charged to operations as incurred. Major
overhaul that extends the useful life of existing assets is capitalized. When
equipment is retired or disposed, the costs and related accumulated depreciation
are eliminated and the resulting profit or loss is recognized in income.

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 $300,000. The terms are that the principal amount, plus 6%
simple interest, will be due and payable when a transaction is concluded between
the two parties, or December 31, 2008, the earlier. The sum was advanced in
Canadian funds, equating 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.

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, 2008.

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
year ended October 31, 2008 and 2007:

|                                      |   | 2008       |   |   | 2007       |  
|------------------------------------- | - | ---------- | - | - | ---------- | -
|Basic and diluted net loss per share: |   |            |   |   |            |  
|Numerator                             |   |            |   |   |            |  
|Comprehensive Net (Loss)              | $ | (4,179,262 | ) | $ | (5,921,650 | )
|                                      |   |            |   |   |            |  
|Denominator                           |   |            |   |   |            |  
|Basic and diluted weighted average    |   |            |   |   |            |  
|number of shares outstanding          |   | 45,405,989 |   |   | 49,921,471 |  
|                                      |   |            |   |   |            |  
|Basic and Diluted Net Loss Per Share  | $ | (0.092     | ) | $ | (0.119     | )

---

26

Recent Accounting Pronouncements

In February 2007, the Financial Accounting Standards Board
(FASB) issued SFAS Statement No. 159, The Fair Value Option for Financial
Assets and Financial Liabilities - Including an amendment of FASB Statement No.
115 (SFAS 159). SFAS 159, which becomes effective for the Company on January 1,
2008, permits companies to choose to measure many financial instruments and
certain other items at fair value and report unrealized gains and losses in
earnings. Such accounting is optional and is generally to be applied instrument
by instrument.

FASB Statement of Financial Accounting Standards (SFAS) No. 157
Fair Value Measurements establishes a formal framework for measuring fair
value under GAAP. It defines and codifies the many definitions of fair value
included among various other authoritative literature, clarifies and, in some
instances, expands on the guidance for implementing fair value measurements, and
increases the level of disclosure required for fair value measurements. Although
SFAS No. 157 applies to and amends the provisions of existing FASB and AICPA
pronouncements, it does not, of itself, require any new fair value measurements,
nor does it establish valuation standards. SFAS No. 157 applies to all other
accounting pronouncements requiring or permitting fair value measurements,
except for SFAS 123(r) Share-Based Payment, and related pronouncements, the
practicability exceptions to fair value determination allowed by various other
authoritative pronouncements, and AICPA Statements of Position 97-2 and 98.9
that deal with software revenue recognition. This statement is effective for
financial statements issued for fiscal years beginning after November 15, 2007,
and interim periods within those fiscal years.

NOTE 3 - COMMITMENTS AND CONTINGENCIES

There were no contingent liabilities as at October 31, 2008.

A property lease was entered into March 7, 2007 by the
principals of the Company on behalf of the Company for a retail store at 8010
Melrose Avenue, Los Angeles, California: The terms of the lease call for a five
year lease beginning March 15, 2007 at a flat rate of $7,900 per month, and
ending July 15, 2012. Rent for April, May, June, and July 2007 was abated. This
was during the construction period of improvements to a retail store. The lease
provides for an option to renew for five years at a re-negotiated rent.

Future minimum lease payments required under the lease are as
follows, for fiscal years ending October 31, (but see Note 7):

2009
    
    94,8002010
    
    94,8002011
    
    94,8002012
    
    71,100Total minimum lease payments
    $
    355,500


NOTE 4  CAPITAL STRUCTURE

Common Stock Transactions during the period from inception
August 1, 2006 through October 31, 2008:

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.

---

27

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.

As of October 31, 2008 the Company had authorized 75,000,000
shares of $0.001 par value common stock, of which 51,687,000 shares were issued
and outstanding.

NOTE 5  RELATED PARTY TRANSACTIONS

On November 23, 2007 the Company President, Jason Dussault,
returned 13,000,000 shares to Treasury.

NOTE 6  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 7  SUBSEQUENT EVENTS

The Company closed its retail outlet on Melrose Drive in Los
Angeles in early November 2008, citing losses associated with that location and
the current market circumstances, in order to prevent further losses and
conserve working capital.

---

28

ITEM 8.        CHANGES IN
AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE.

None.

ITEM 8A(T). CONTROLS AND PROCEDURES.

Managements Report on Disclosure Controls and
Procedures

We maintain disclosure controls and procedures that are
designed to ensure that information required to be disclosed in our reports
filed under the Securities Exchange Act of 1934, as amended, 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 management, including our president and
chief executive officer (our principal executive officer) and our chief
financial officer (our principal financial officer and principle accounting
officer) to allow for timely decisions regarding required disclosure.

As of October 31, 2008, the end of our fiscal year covered by
this report, we carried out an evaluation, under the supervision and with the
participation of our president and chief executive officer (our principal
executive officer) and our chief financial officer (our principal financial
officer and principle accounting officer), of the effectiveness of the design
and operation of our disclosure controls and procedures. Based on the foregoing,
our president and chief executive officer (our principal executive officer) and
our chief financial officer (our principal financial officer and principle
accounting officer) concluded that our disclosure controls and procedures were
effective as of the end of the period covered by this annual report.

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 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, 2008. 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, 2008, 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
the Companys registered public accounting firm regarding internal control over
financial reporting. Managements report was not subject to attestation by the
Companys registered public accounting firm pursuant to temporary rules of the
Securities and Exchange Commission that permit the 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, 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

---

29

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, 2008 that
have materially or are reasonably likely to materially affect, our internal
controls over financial reporting.

ITEM 8B.    OTHER INFORMATION.

None.

PART III

|ITEM 9. | DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL
      PERSONS AND CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(A) OF
      THE EXCHANGE ACT.
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------

Directors and Executive Officers, Promoters and Control
Persons

The following individuals serve as the directors and executive
officers of our company. 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 AppointedTerry Fitzgerald
    Chief Executive Officer, President and Director
    40
    June
      22, 2007Jason Dussault
    Treasurer, Secretary and Director
    35
    May
      10, 2007Robert Mintak
    Chief Operating Officer
      Chief Financial Officer
    46
    July 17, 2007 April 1, 2008Jason Sundar
    Vice President of Corporate Finance
    32
    July
      11, 2007


Business Experience

The following is a brief account of the education and business
experience of each director and executive officer during at least the past five
years, indicating each persons principal occupation during the period, and the
name and principal business of the organization by which he was employed.

Terry Fitzgerald, Chief Executive Officer, President and
Director

Mr. Fitzgerald brings to our company more than 16 years of
corporate experience in the licensing, design, entertainment, and manufacturing
arenas. After graduating from university in British Columbia, Canada, he moved
to Portland, Oregon to create the McFarlane Group of companies with partner Todd
McFarlane. Mr. McFarlane is best known as the worlds top selling comic book
artist. Together in 1992, he and Mr. Fitzgerald formed Todd McFarlane
Productions, Inc., a comic book company that to date has sold over 125 million
comic books in 30 different languages worldwide. He was then integral in the
acquisition and subsequent expansion of a corporation that would later be known
as McFarlane Toys. This company is known for its highly detailed action figures
of licensed properties such as the Simpsons, Halo, the Matrix, Kiss, Elvis, MLB,
NBA, NFL and NHL, the Terminator and the Beatles. With his vital involvement at
the executive level, the McFarlane Group has grown from a two-

---

30

person organization to one that now includes 150+ employees in
four countries, with sales in the nine-figure range, with distribution with
retailing partners such as Wal-Mart, Target, K-Mart, ToysRUs and Kaybe. As
President and COO of Todd McFarlane Entertainment, Inc., he oversaw development
and production of feature films and television series for New Line Cinema,
Paramount Pictures, Universal Pictures, Warner Bros. Pictures, Home Box Office,
UPN and Fox Television. Mr. Fitzgeralds role as producer and writer/director of
these and other projects has garnered him two Emmy Awards, two Grammy Award
nominations with one win, nine MTV Music Video Award nominations wins and one
MuchMusic Music Video Award

Jason Dussault, 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 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.

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.

Significant Employees

We have no significant employees beyond the directors and
officers of our company.

Family Relationships

There are no family relationships among our directors or
officers.

Involvement in Certain Legal Proceedings

Our directors, executive officers and control persons have not
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);                                                     

---

31

|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 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.                                           

Committees of the Board

All proceedings of our board of directors were conducted by
resolutions consented to in writing by all the directors and filed with the
minutes of the proceedings of the directors. Such resolutions consented to in
writing by the directors entitled to vote on that resolution at a meeting of the
directors are, according to the corporate laws of the state of Nevada and the
bylaws of our company, as valid and effective as if they had been passed at a
meeting of the directors duly called and held.

Our company currently does not have nominating, compensation or
audit committees or committees performing similar functions nor does our company
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 that the functions of such committees can be adequately performed by
our directors.

Our company does not have any defined policy or procedure
requirements for shareholders to submit recommendations or nominations for
directors. The directors believe that, given the early stage of our development,
a specific nominating policy would be premature and of little assistance until
our business operations develop to a more advanced level. Our company does not
currently have any specific or minimum criteria for the election of nominees to
the board of directors and we do not have any specific process or procedure for
evaluating such nominees. Our directors assess all candidates, whether submitted
by management or shareholders, and make recommendations for election or
appointment.

A shareholder who wishes to communicate with our board of
directors may do so by directing a written request addressed to our President
and Chief Executive Officer, at the address appearing on the first page of this
annual report.

Audit Committee Financial Expert

Our board of directors has determined that we do not have a
board member that qualifies as an audit committee financial expert as defined
in Item 407(d)(5)(ii) of Regulation S-B.

We believe that our board of directors is capable of analyzing
and evaluating our financial statements and understanding internal controls and
procedures for financial reporting. The directors of our company do not believe
that it is necessary to have an audit committee because our company believes
that the functions of an audit committee can be adequately performed by our
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.

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 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:

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32

(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 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.

Section 16(a) Beneficial Ownership Compliance

Section 16(a) of the Securities Exchange Act requires our
executive officers and directors, and persons who own more than 10% of our
common stock, to file reports regarding ownership of, and transactions in, our
securities with the Securities and Exchange Commission and to provide us with
copies of those filings. 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 our fiscal year ended October 31, 2007, all filing
requirements applicable to its officers, directors and greater than ten
percent beneficial owners were complied with, with the exception of the
following:

Name
      Number of Late Reports
      Number
        of Transactions 
        Not Reported on a Timely Basis
      Failure to File Requested FormsTerry Fitzgerald
    1
    1
    NilJason Dussault
    2(1)(2)
    4
    NilRobert Mintak
    1
    1
    NilJason Sundar
    1
    1
    Nil


|(1) | The named officer, director or greater than 10%
      stockholder, as applicable, filed a late Form 3 - Initial Statement of
      Beneficial Ownership of Securities.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

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33

|(2) | The named officer, director or greater than 10%
      stockholder, as applicable, filed a late Form 4  Statement in Changes of
      Beneficial Ownership.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------

ITEM 10.      EXECUTIVE
COMPENSATION.

The particulars of compensation paid to the following
persons:

(a)    our principal executive officer;

(b)    each of our two most highly compensated
executive officers who were serving as executive officers at the end of the year
ended October 31, 2008; and

(c)    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 year ended
October 31, 2008, who we will collectively refer to as our named executive
officers, of our company for the years ended October 31, 2008 and 2007, 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 does not exceed $100,000 for the respective
fiscal year: The table below summarizes all compensation awarded to, earned by,
or paid to our executive officers by any person for all services rendered in all
capacities to us for the fiscal year ended October 31, 2008.

SUMMARY COMPENSATION TABLENameand
        PrincipalPosition
      Year
      Salary($)
      Bonus($)
      StockAwards($)
      OptionAwards($)
      Non-EquityIncentive PlanCompensation($)
      Change inPensionValue andNonqualifiedDeferredCompensationEarnings($)
      AllOtherCompensation($)
      Total($)Terry Fitzgerald(1)
        Chief Executive 
        Officer, President 
        and Director
      2008 
        2007
      127,279.00 
        135,208.37
      Nil 
        Nil
      Nil 
        1,972,000.00
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        2,000.00
      127,279.00 
        2,109,208.37Jason Dussault(2)
        Secretary, 
        Treasurer and 
        Director
      2008 
        2007
      116,521.50 
        30,000.00
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      116,521.50 
        30,000.00Robert Mintak (3)
        Chief Operating 
        Officer and Chief 
        Financial Officer
      2008 
        2007
      54,368.75 
        18,000.00
      Nil 
        Nil
      Nil 
        1,500,000.00
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      54,368.75 
        1,518,000.00Jamie Arthur 
        Lewin(4)
        Former Chief 
        Financial Officer
      2008 
        2007
      Nil 
        1,400.00
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        1,400.00Mark Hammer(5)
        Former Chief 
        Executive Officer, 
        Chief Financial 
        Officer, Secretary 
        and Treasurer
      2008 
        2007
      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) | Terry Fitzgerald was appointed President of our company
      on June 22, 2007.                                                                                                   
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                   
| | (2) | Jason Dussault was appointed Secretary and Treasurer of
      our company on May 10, 2007.                                                                                        
| |     |                                                                                                                                                                                   
| | (3) | 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.

---

34

| | (4) | 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.     
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                               
| | (5) | Mark Hammer was appointed Chief Executive Officer, Chief
      Financial Officer, Secretary and Treasurer of our company on August 1,
      2006 and resigned on May 10, 2007.

Other than as described below, 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 V.P. 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.

Outstanding Equity Awards at Fiscal Year-End

As at October 31, 2008, there were no unexercised options or
stock that had not vested in regards to our executive officers, and there were
no equity incentive plan awards for our executive officers during the year ended
October 31, 2008.

Options Grants in the Year Ended October 31, 2008

During the year ended October 31, 2008, no stock options were
granted to our executive officers.

Aggregated Options Exercised in the Year Ended October 31,
2008 and Year End Option Values

There were no stock options exercised during the year ended
October 31, 2008 and no stock options held by our executive officers at the end
of the year ended October 31, 2008.

Repricing of Options/SARS

We did not reprice any options previously granted to our
executive officers during the year ended October 31, 2008.

Director Compensation

Directors of our company may be paid for their expenses
incurred in attending each meeting of the directors. In addition to expenses,
directors may be paid a sum for attending each meeting of the directors or may
receive a stated salary as director. No payment precludes any director from
serving our company in any other capacity and being compensated for such
service. Members of special or standing committees may be allowed similar
reimbursement and compensation for attending committee meetings. During the year
ended October 31, 2008, we did not pay any compensation or grant any stock
options to our directors.

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

Other than as set out below, none of the directors or executive
officers of our company 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.

ITEM 11.      SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

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35

The following table sets forth, as of March 14, 2009, certain
information with respect to the beneficial ownership of our common stock by each
stockholder known by us to be the beneficial owner of more than 5% of our common
stock, 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
      Position
      Amount and Nature of 
        Beneficial Ownership
      Percentage of Class(1)Terry Fitzgerald 15217 S. 18th Avenue Phoenix, AZ 85045
    Chief Executive Officer, President
      and director
    1,972,000
    3.27%Jason Dussault 3742 West 10th Avenue Vancouver, BC V6R 2G4
    Secretary, Treasurer and director
    5,250,000
    8.71%Robert Mintak 3742 West 10th Avenue Vancouver, BC V6R 2G4
    Chief Operating Officer and Chief
      Financial Officer
    Nil
    0%Jason Sundar 9th Floor, Two Bentall Centre 555 Burrard
      Street Vancouver, BC V7X 1M8
    Vice President of Corporate Finance
    1,455,100
    2.41%Directors and ExecutiveOfficers as a
      Group
    
    8,677,100
    14.39%VCAM Trust LLC Im Alten Rict 22 FL-9494 Schaan
    
    3,275,000
    5.43%


|(1) | Based on 60,287,000 shares of common stock issued and
      outstanding as of March 14, 2009. Beneficial ownership is determined in
      accordance with the rules of the Securities and Exchange Commission and
      generally includes voting or investment power with respect to securities.
      Except as otherwise indicated, we believe that the beneficial owners of
      the common stock listed above, based on information furnished by such
      owners, have sole investment and voting power with respect to such shares,
      subject to community property laws where
applicable.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Changes in Control

We are unaware of any contract or other arrangement the
operation of which may at a subsequent date result in a change of control of our
company.

Equity Compensation Plan Information

As at October 31, 2008, we do not have any equity compensation
plans in place.

ITEM 12.      CERTAIN RELATIONSHIPS
AND RELATED TRANSACTIONS

Except as disclosed herein, there have been no transactions or
proposed transactions in which the amount involved exceeds the lesser of
$120,000 or one percent of the average of our total assets at year-end for the
last three completed fiscal years in which any of our directors, executive
officers or beneficial holders of more than 5% of the

---

36

outstanding shares of our common stock, or any of their
respective relatives, spouses, associates or affiliates, has had or will have
any direct or material indirect interest.

Director Independence

We currently act with two directors, consisting of Terry
Fitzgerald and Jason Dussault. We have determined that we do not have a director
that is considered an independent director as defined by Nasdaq Marketplace
Rule 4200(a)(15). Our company will appoint additional directors in due
course.

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.

ITEM 13.      EXHIBITS

(a)      Pursuant to Rule 601 of
Regulation SB, the following exhibits are included herein or incorporated by
reference.

|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 (incorpor.ated 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).            
|        |                                                                                                                                                                                            
|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).

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37

|Exhibit |                                                                                                                                                                                                               
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description                                                                                                                                                                                                   
|        |                                                                                                                                                                                                               
|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).
|        |                                                                                                                                                                                                               
|(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.

ITEM 14.      PRINCIPAL ACCOUNTANT
FEES AND SERVICES

Audit fees

The aggregate fees billed for the two most recently completed
fiscal periods ended October 31, 2008 and October 31, 2007 for professional
services rendered by John Kinross Kennedy  Certified Public Accountant for the
audit of our annual consolidated financial statements, quarterly reviews of our
interim consolidated financial statements and services normally provided by the
independent accountant in connection with statutory and regulatory filings or
engagements for these fiscal periods were as follows:

Year Ended October 31,
      2008 ($)
    Year Ended October 31,
      2007 ($)Audit Fees and Audit Related Fees
    8,900.00
    6,500Tax
      Fees
    1,047.25
    NilAll
      Other Fees
    Nil
    1,300Total
    9,947.25
    7,800


Audit Fees. Consist of fees billed for professional
services rendered for the audits of our financial statements, reviews of our
interim consolidated financial statements included in quarterly reports,
services performed in connection with filings with the Securities and Exchange
Commission and related comfort letters and other services that are normally
provided by John Kinross Kennedy , Certified Public Accountant for the fiscal
years ended October 31, 2008 and October 31, 2007 in connection with statutory
and regulatory filings or engagements.

Tax Fees. Consist of fees billed for professional
services for tax compliance, tax advice and tax planning. These services include
assistance regarding federal, state and local tax compliance and consultation in
connection with various transactions and acquisitions.

We do not use John Kinross Kennedy, for financial information
system design and implementation. These services, which include designing or
implementing a system that aggregates source data underlying the financial
statements or generates information that is significant to our financial
statements, are provided internally or by other service providers. We do not
engage John Kinross Kennedy to provide compliance outsourcing services.

Effective May 6, 2003, the Securities and Exchange Commission
adopted rules that require that before John Kinross Kennedy is engaged by us to
render any auditing or permitted non-audit related service, the engagement be:

---

38

- approved by our audit committee (the functions of which are performed by
  our entire board of directors); or
- entered into pursuant to pre-approval policies and procedures established
  by the board of directors, provided the policies and procedures are detailed
  as to the particular service, the board of directors is informed of each
  service, and such policies and procedures do not include delegation of the
  board of directors' responsibilities to management.

Our entire board of directors pre-approves all services
provided by our independent auditors. All of the above services and fees were
reviewed and approved by our sole director either before or after the respective
services were rendered. Our board of directors have considered the nature and
amount of fees billed by John Kinross Kennedy and believe that the provision of
services for activities unrelated to the audit is compatible with maintaining
John Kinross Kennedy s independence.

---

39

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.

/s/ Terry
Fitzgerald By:   Terry Fitzgerald
         Chief Executive Officer and
President          Principal
Executive Officer,         
Date: March 17, 2009.



By:   /s/ Robert
Mintak        
Robert Mintak          Chief
Financial Officer         
Principal Financial Officer and Principal Accounting
Officer,          Date: March
17, 2009.

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.

/s/ Terry
Fitzgerald By:   Terry Fitzgerald
         Chief Executive Officer and
President          Principal
Executive Officer,         
Date: March 17, 2009.



By:   /s/ Jason
Dussault         Jason
Dussault         
Director          Date: March
17, 2009.

---