UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549




Form 10-Q





[X]  QUARTERLYREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended April 30, 2011[   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from __________ to __________





000-52452Commission File NumberDUSSAULT APPAREL INC.(Exact name of registrant as specified in its charter)Nevada
98-0513727(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)1308 Factory Place, Suite 311, Los Angeles, CA
90013(Address of principal executive offices)
(Zip Code)(323) 843-2186(Registrant’s  telephone number, including area code)(Former name, former address and former fiscal year, if changed since last report)





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.





Yes [X]  No [  ]





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).





Yes [  ]  No [  ]





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





Large accelerated filer
[  ]
Accelerated filer
[  ]Non-accelerated filer
[  ]
Smaller reporting company
[X](Do not check if a smaller reporting company)








Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).





Yes [  ] No [ X ]





APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY


PROCEEDINGS DURING THE PRECEDING FIVE YEARS:





Indicate by check mark whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.





Yes [  ]  No [  ]





APPLICABLE ONLY TO CORPORATE ISSUERS





142,461,686 shares of common stock issued and outstanding as of June 17,  2011.(Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.)








DUSSAULT APPAREL INC.





TABLE OF CONTENTS





PagePART I – Financial InformationItem 1.
Financial Statements
2Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
3Item 3.
Quantitative and Qualitative Disclosures About Market Risk
7Item 4T.
Controls and Procedures
7PART II – Other InformationItem 1.
Legal Proceedings
9Item 1A.
Risk Factors
9Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
9Item 3.
Defaults Upon Senior Securities
9Item 4.
(Removed and Reserved)
9Item 5.
Other Information
9Item 6.
Exhibits
10Signatures
11




1


ITEM 1.  FINANCIAL STATEMENTS





The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Article 210 8-03 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.  In the opinion of management, all adjustments considered necessary for a fair presentation have been included.  All such adjustments are of a normal recurring nature.  Operating results for the six month period ended April 30, 2011, are not necessarily indicative of the results that may be expected for the fiscal year ending October 31, 2011.  For further information refer to the financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2010.





PageUnaudited Financial StatementsBalance Sheets
F-1Statements of Operations
F-2Statements of Cash Flows
F-3Notes to Financial Statements
F-4 to F-9




2


DUSSAULT APPAREL INC.


Balance Sheets





April 30,2011

(Unaudited)


October 31,2010

(Audited)ASSETSCurrent assetsCash

$
21,700


$
30,833Other receivable


3,893



4,016Inventory


34,752



41,548GST receivable


7,018



-Total current assets


67,363



76,397Notes Receivable


85,868



112,127Property and Equipment, net


4,116



6,552Trademark


191,560



183,859Damage deposits


1,933



1,933Total assets

$
350,840


$
380,868LIABILITIES AND STOCKHOLDERS’ EQUITYCurrent liabilitiesAccounts payable and accrued liabilities


48,832



13,972Total current liabilities


48,832



13,972Other LiabilitiesLoan payable – related party


9,978



-Loan payable


81,000



88,000Total Liabilities


139,810



101,972Shareholders’ EquityCommon stock  -  $0.001 par value, authorized 200,000, 000 shares; 137,461,686 and 111,990,000 shares issued and outstanding as at April 30, 2011 and October 31, 2010, respectively


137,461



111,990Additional paid in capital


12,001,500



11,845,352Accumulated deficit during the development stage


(10,656,773
)


(10,656,773
)Deficit


(1,266,573
)


(1,028,400
)Accumulated other comprehensive income (loss)


(4,585
)


6,727Total Shareholders' Equity


211,030



278,896Total Liabilities and Shareholders' Equity

$
350,840


$
380,868




The accompanying notes are an integral part of these financial statements


F-1





DUSSAULT APPAREL INC.


Statements of Operations and Comprehensive Loss





For the three months ended

April 30,


For the six months ended

April 30,2011


2010


2011


2010Revenue

$
7,660


$
49,603


$
30,904


$
176,913Cost of Sales


1,844



11,942



27,602



102,826Gross Profit


5,816



37,661



3,302



74,087General and Administrative Expenses:Professional Fees


11,702



31,491



27,227



36,864Consulting


19,785



-



61,170



-Salary & wages


-



201



-



7,922Occupancy Cost


16,264



12,317



34,360



19,357Advertising


(44
)


3,167



2,797



5,738Design


1,838



6,060



4,703



15,175Depreciation


1,601



1,100



2,819



2,427Other Administrative Expenses


12



30,852



35,894



41,848Total Expenses


51,158



85,188



168,970



129,331Operating Income (Loss)


(45,342
)


(47,527
)


(165,668
)


(55,244
)Other Income (expense)Interest Expense


(28,246
)


-



(72,505
)


-Net Income  (Loss)

$
(73,588
)

$
(47,527
)

$
(238,173
)

$
(55,244
)Loss Per Common Share, basic

$
(0.00
)

$
(0.00
)

$
(0.00
)

$
(0.00
)Weighted Average Number of Common Shares


129,351,425



67,212,000



122,759,605



67,212,000Comprehensive lossLoss

$
(73,588
)

$
(47,527
)

$
(238,173
)

$
(55,244
)Foreign currency translation adjustment


(15,413
)


133,062



(11,312
)


172,634Comprehensive  income (loss)

$
(89,001
)

$
85,535


$
(249,485
)

$
117,390




The accompanying notes are an integral part of these financial statements


F-2




DUSSAULT APPAREL INC.
 Statements of Cash Flows


For the six months ended April 30,2011


2010Cash flows from operating activities:Net (loss)

$
(238,173
)

$
(55,244
)Adjustments to reconcile net loss to net cash used by operating activities:Consulting services issued by shares


38,342



-Depreciation


2,819



1,100Accrued interest


72,505



-Occupancy fee against loan receivable


23,755



-Change in operating assets and liabilities:Accounts receivable


-



14,985Account payable


31,732



(58,011
)Inventory


6,797



(7,189
)GST receivable


7,017



-Deposits


-



(6,537
)Customer Deposits


-



585Net cash flows used by operating activities


(55,206
)


(110,311
)Cash From Investing Activities:Sale (purchase) of equipment


-



1,337Purchase of trade mark


-



(44,484
)Net cash  (used by) investing activities






(43,147
)Cash flows from financing activities:Loan  to Dayton Boots


-



(21,597
)Proceeds from related party loan


13,304



-Repayment of related party loan


(3,326
)Loan payable


40,000



-Net cash flows from financing activities


49,978



(21,597
)Effect of exchange rates on cash


(3,905
)


172,634Net increase (decrease) in cash


(9,133
)


(2,421
)Cash and equivalents, beginning of period


30,833



52,989Cash, end of period

$
21,700


$
50,568Supplemental cash flow disclosures:Cash paid for interest

$
-


$
-Cash paid for income taxes

$
-


$
-Non cash transactions:Convert loan payable to common stock

$
47,000


$
-





The accompanying notes are an integral part of these financial statements


F-3


DUSSAULT APPAREL INC.


NOTES TO THE FINANCIAL STATEMENTS


FOR THE SIX MONTHS ENDED APRIL 30, 2011


(Unaudited – prepared by Management)





Note 1 – Basis of Presentation and Nature of Operations





These interim financial statements as of and for the six months ended April 30, 2011 reflect all adjustments which, in the opinion of management, are necessary to fairly state the Company’s financial position and the results of its operations for the periods presented in accordance with the accounting principles generally accepted in the United States of America. All adjustments are of a normal recurring nature.





These interim financial statements should be read in conjunction with the Company’s financial statements and notes thereto included in the Company’s fiscal year end October 31, 2010 report. The Company assumes that the users of the interim financial information herein have read, or have access to, the audited financial statements for the preceding period, and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. The results of operations for the six month period ended April 30, 2011 are not necessarily indicative of results for the entire year ending October 31, 2011.





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. The Company opened a retail clothing and accessory store on Melrose Avenue in Los Angeles in November, 2007. Designs were produced in the Vancouver, Canada office, manufactured in China and warehoused in Los Angeles. The Company closed this store in November, 2008 in the wake of declining sales and deteriorating economic conditions.





Current Business of the Company





The Company moved operations to Vancouver in 2009, and relocated to Los Angeles in early 2011 where it now primarily designs apparel for its licensing partners, the Company continues to wholesale limited collections of its luxury apparel to retail outlets Canada. Our Apparel is designed and samples manufactured locally. The Company has transitioned from being a manufacturer – wholesaler toward licensing its trademark to other wholesalers in the Canada-U.S. market, while promoting its marque. The Company also entered into an agreement to purchase the trademark of a cosmetics line.





Note 2 – Summary of Significant Accounting Policies





Use of Estimates





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


F-4


DUSSAULT APPAREL INC.


NOTES TO THE FINANCIAL STATEMENTS


FOR THE SIX MONTHS ENDED APRIL 30, 2011


(Unaudited – prepared by Management)





Note 2 – Summary of Significant Accounting Policies (continued)





Foreign Currency Translation





The functional currency of the Company is the Canadian Dollar. The Company uses the United States dollar as its reporting currency. All transactions initiated in Canadian Dollars are translated to U.S. Dollars in accordance with ASC 830-10-20 “Foreign Currency Translation” as follows:





·
Revenue and expense items at the average rate of exchange in effect on the transaction date;


·
Non-monetary assets and liabilities at historical exchange rates, unless such items are carried at market, in which case they are translated at the exchange rate in effect on the balance sheet date;  and


·
Monetary assets and liabilities at the exchange rate at the balance sheet date.





Adjustments arising from such translations are deferred until realization and are included as a separate component of stockholders’ equity (deficit) as a component of comprehensive income (loss). Therefore, translation adjustments are not included in determining net income but reported as other comprehensive income.





For foreign currency transactions, the Company translates these amounts to the Company’s functional currency at the exchange rate effective on the invoice date.  If the exchange rate changes between the time of purchase and the time actual payment is made, a foreign exchange transaction gain or loss results which is included in determining net  income for the period.





Fair value of financial instruments





The Financial Accounting Standards Board issued ASC (Accounting Standards Codification) 820-10 (SFAS No. 157), “Fair Value Measurements and Disclosures" for financial assets and liabilities. ASC 820-10 provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. FASB ASC 820-10 defines fair value as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. FASB ASC 820-10 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs required by the standard that the Company uses to measure fair value:





·
Level 1: Quoted prices in active markets for identical assets or liabilities.


·
Level 2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.


·
Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.





The carrying amounts of the Company’s financial instruments as of April 30, 2011, reflect





·
Cash: Level One measurement based on bank reporting.


·
Loans Receivable, Loans Payable: Level 2 based on promissory notes and terms.


F-5


DUSSAULT APPAREL INC.


NOTES TO THE FINANCIAL STATEMENTS


FOR THE SIX MONTHS ENDED APRIL 30, 2011


(Unaudited – prepared by Management)





Note 2 – Summary of Significant Accounting Policies (continued)





Loss Per Share





Net loss per share is calculated in accordance with FASB ASC 260, 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 potentially dilutive securities in convertible loans payable; however the conversion would be anti-dilutive and is not considered in the calculation.





Recent Accounting Pronouncements





In April 2010, the FASB codified the consensus reached in Emerging Issues Task Force Issue No. 08-09, “Milestone Method of Revenue Recognition.” FASB ASU No. 2010-29 “Revenue Recognition – Milestone Method (Topic 605)” provides guidance on defining a milestone and determining when it may be appropriate to apply the milestone method of revenue recognition for research and development transactions. FASB ASU No. 2010 – 17 is effective for fiscal years beginning on or after June 15, 2010, and is effective on a prospective basis for milestones achieved after the adoption date. The Company does not expect this ASU has a material impact on its financial position or results of operations at this time.





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 April 30, 2011 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 continues to incur losses. Its ability to continue as a going concern is dependent on the successful stimulation of wholesale sales or in other areas in order to fund operating losses and become profitable. If the Company is unable to make it profitable, the Company could be forced to cease development of operations. Management cannot provide any assurances that the Company will be successful in its retail operation. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.





Development-Stage Company





The Company was considered a development-stage company until the current fiscal year, having demonstrated consistent ability to generate sales.





Note 3 - Trademark





On April 9, 2010 our company entered into an Asset Acquisition Agreement with Open Sundaes Ventures Ltd. (“Open Sundaes”) for the acquisition of certain assets relating to the business of the production and development of beauty and bath products including inventory, intellectual property and business knowhow. In consideration for the acquisition of these assets, our company paid $43,860 and agreed to issue an aggregate of 4,000,002 shares of its common stock to the shareholders of Open Sundaes. The Asset Acquisition Agreement was approved by the shareholders of Open Sundaes at a special meeting held on April 22, 2010.  As at the date of  these financial statements, the Company has issued a total of 6,026,841 shares pursuant to this agreement, 1,026,841 shares to the shareholders of Open Sundaes pursuant to the agreement and 5,000,000 shares to a creditor of Open Sundaes in settlement of certain debt related to Open Sundaes and agreed to be paid between the parties.


F-6


DUSSAULT APPAREL INC.


NOTES TO THE FINANCIAL STATEMENTS


FOR THE SIX MONTHS ENDED APRIL 30, 2011


(Unaudited – prepared by Management)





Note 3 – Trademark (continued)





The Company recorded the fair value of Trade Mark based on the fair value of shares issued and cash payments. The total value of the trade mark was $191,560 as of April 30, 2011.





We assess Trade mark for impairment when events or circumstances indicate that the carrying value may not be recoverable, or, at a minimum, on an annual basis.





Note 4 - Inventory





Inventory was moved to the Vancouver office after the retail outlet in Los Angeles was closed in November, 2008.





Inventories are stated at the lower of cost or market value. Market value represents net realizable value. Inventory is priced according to the FIFO “first in first out” method, and counted periodically. Current inventory at April 30, 2011 is $34,752.





Note 5 - 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 in Canadian funds. The Company co-locates an office in the Dayton premises. The terms of the note were that the principal amount, plus 6% simple interest, would be due and payable when a merger transaction was concluded between the two parties, or December 31, 2008, the earlier. The note is accompanied by restrictions on Dayton Boot regarding the acquisition of stock or votes or control of the Company or selling its stock to the Company.





The anticipated merger did not take place. By mutual agreement interest is not enforced, and the note is being amortized by monthly rent charged in the amount of CAD$4,000 by Dayton for Company offices at Dayton premises. Management analyzed the note for impairment and decided to write down the note by approximately 50%, by $109,735 to $112,127, based upon the expected recovery of the note through rent charges. As of April 30, 2011, the balance amount of the notes receivable is $85,868.





Note 6 - Notes Payable





On April 1, 2010 the Company issued a promissory note to Perati Finance Corporation for $38,000. The note matures in five years and accrues interest at 8%. The loan is convertible to common stock at a conversion price of 58% of the market price. The balance on this note as at April 30, 2011 is $38,000  plus accrued interest of $3,231 which is reflect in accounts payable.





On May 12, 2010 the Company issued a promissory note to Asher Enterprises, Inc., a Delaware corporation, for $50,000. The note matures February 14, 2011 and accrues interest at 8%, alternately 22% in the event of default. The loan is convertible to common stock at a conversion price of 58% of the market price.   Pursuant to the terms of the convertible note, Asher Enterprises, Inc. issued the following conversion notices during the period covered by this report:





·
November 30, 2010 - $8,000 was converted by the issuance of 1,739,130 common shares at a deemed price of $0.0046


·
January 3, 2011 - $10,000 was converted by the issuance of 3,448,276 common shares at a deemed price of $0.0029


·
January 10, 2011 - $4,000 was converted by the issuance of 1,379,310 common shares at a deemed price of $0.0029


·
February 15, 2011 - $10,000 was converted by the issuance of 3,030,303 common shares at a deemed price of $0.0033


·
March 15, 2011 - $10,000 was converted by the issuance of 4,347,826 common shares at a deemed price of $0.0023


·
April 30, 2011 - $5,000 was converted by the issuance of 6,250,000 common shares at a deemed price of $0.0008


F-7


DUSSAULT APPAREL INC.


NOTES TO THE FINANCIAL STATEMENTS


FOR THE SIX MONTHS ENDED APRIL 30, 2011


(Unaudited – prepared by Management)





Note 6 – Notes Payable (continued)





The totaling difference amounts of $72,842 between the market value of shares and the deemed price of shares were recorded as interest expense.





As at April 30, 2011, the balance owing on this note was $3,000 plus accrued interest of $ 2,975 which is reflected in   accounts payable.





On December 2, 2010 the Company issued a promissory note to Asher Enterprises, Inc., a Delaware corporation, for $40,000. The note matures September 1, 2011 and accrues interest at 8%, alternately 22% in the event of default. The loan is convertible to common stock at a conversion price of 58% of the market price.  The balance on this note as at April 30, 2011 is $40,000 plus accrued interest of $1,017 which is reflected in accounts payable.





Note 7 – Prepaid Expenses





On October 1, 2010, the Company entered into a consulting agreement with Roger Agyagos whereby Roger Agyagos agreed to provide the Company with media relations and marketing services for a six month period. Under the consulting agreement the Company was required to issue 2,000,000 restricted common shares. The Company had previously recorded the consulting services as a prepaid expense in the amount of $32,200 effected on October 1, 2010. During the period ended April 30, 2011, the Company recorded the $32,200 as consulting fees, thus eliminating the prepaid expense. The Company issued 2,000,000 shares of common stock on January 31, 2011 to Roger Agyagos.





On November 1, 2010, the Company entered a consulting agreement with Sam Pearlman whereby Sam Pearlman has agreed to provide the Company with marketing services for a six month period. Under the consulting agreement the Company was required to issue 1,000,000 restricted common shares. The Company had previously recorded the consulting services as a prepaid expense in the amount of $10,000 effected on November 1, 2010. During the period ended April 30, 2011, the Company recorded the $10,000 as consulting fees, thus eliminating the prepaid expense. The Company issued 1,000,000 shares of common stock on December 14, 2010 to Sam Pearlman.





Note 8 – Common Stock





On February 15, 2011, Asher Enterprises, Inc. converted the amount of $10,000 pursuant to their May 12, 2010 convertible promissory note into a total of 3,030,303 common shares of the Company at a deemed price of $0.0033 per common share.





On March 14, 2011, Asher Enterprises, Inc. converted the amount of $10,000 pursuant to their May 12, 2010 convertible promissory note into a total of 4,347,826 common shares of the Company at a deemed price of $0.0023 per common share.





On April 20, 2011, Asher Enterprises, Inc. converted the amount of $5,000 pursuant to their May 12, 2010 convertible promissory note into a total of 6,250,000 common shares of the Company at a deemed price of $0.0008 per common share.





Note 9 – Related Party Transactions





During the three month period ended January 31, 2011,  the President of the Company, Jason Dussault advanced funds in the amount of $13,300 (CAD$14,000) to the Company for working capital.  The Company repaid $3,322 (CAD$3,500) to Jason Dussault, leaving $9,978 (CAD$10,500) on the balance sheet as loan payable – related parties.





F-8


DUSSAULT APPAREL INC.


NOTES TO THE FINANCIAL STATEMENTS


FOR THE SIX MONTHS ENDED APRIL 30, 2011


(Unaudited – prepared by Management)





Note 10 – Subsequent Events





On May 17, 2011, Asher Enterprises, Inc. converted the amount of $3,000 pursuant to their May 12, 2010 convertible promissory note into a total of 5,000,000 common shares of the Company at a deemed price of $0.0006 per common share.





On May 1, 2011, the Company approved the issuance of the remaining 2,973,161 shares of common stock related to the asset acquisition agreement between the Company and Open Sundaes Ventures Ltd. described above under  Note 3 – Trademarks. On June 13, 2011, the Company provided the transfer agent with a treasury order requesting the issuance of the shares.  Of the 2,973,161 shares issued, a total of 2,961,858 were issued to a related party, Jason Sundar who is an officer of the Company.  Mr. Sundar will hold the shares in trust to be distributed to various shareholders of Open Sundaes Ventures Ltd.





The Company has evaluated subsequent events from the balance sheet date through the date that the financial statements were issued and determined that there are no additional events to disclose.


F-9


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





This Quarterly Report on Form 10-Q contains forward-looking statements relating 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 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.





Such factors include, among others, the following: international, national and local general economic and market conditions: demographic changes; the ability of the Company to sustain, manage or forecast its growth; the ability of the Company to successfully make and integrate acquisitions; raw material costs and availability; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; and other factors referenced in this and previous filings.





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.





Given these uncertainties, readers of this Quarterly Report on Form 10-Q and investors are cautioned not to place undue reliance on such forward-looking statements.  The Company disclaims any obligation to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future events or developments.




All dollar amounts stated herein are in US dollars unless otherwise indicated.





The management’s discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP").  The following discussion of our financial condition and results of operations should be read in conjunction with our audited financial statements for the year ended July 31, 2010, together with notes thereto.





As used in this quarterly report, the terms "we", "us", "our", and the "Company" mean Dussault Apparel Inc.





Corporate History





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





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





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


3


On November 8, 2007, we opened our first retail location on Melrose Avenue, Los Angeles, California. Our Melrose location featured women’s and men’s Ready-To-Wear collections as well as jewelry, luggage and headwear. On October 31, 2008, we elected to close our store located on Melrose Avenue in Los Angeles, California and ceased all operations relating to this location. Given the losses associated with our Melrose location, and the current market circumstances for retailers, management was of the view such closure was necessary to prevent further losses and conserve working capital.





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





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





On October 31, 2009, the Company entered into a merchandising license agreement with USPA Accessories, LLC, wherein, we agreed to provide design services under a merchandising license agreement in consideration for royalty payments of 10% of the gross income from the sales derived under a merchandising license agreement. Our head ware collection, “Decuce”, is distributed pursuant to this agreement with USPA Accessories, LLC, doing business as Concept One.





On November 10, 2009, the Company entered into a distribution agreement with EHM Holdings for a term of two years, wherein, EHM Holdings holds distribution rights to Deuce Custom Ink brand throughout Canada. Our Deuce collection is distributed pursuant to this agreement with EHM Holdings, pursuant to which we split the gross profit margin from the product sales with them.





On April 9, 2010 our Company entered into an Asset Acquisition Agreement with Open Sundaes Ventures Ltd. (“Open Sundaes”) for the acquisition of certain assets relating to the business of the production and development of beauty and bath products including inventory, intellectual property and business knowhow. In consideration for the acquisition of these assets, our company paid $43,860 and agreed to issue an aggregate of 4,000,002 shares of its common stock to the shareholders of Open Sundaes. The Asset Acquisition Agreement was approved by the shareholders of Open Sundaes at a special meeting held on April 22, 2010.




On January 10, 2011, we announced that we would create a custom design wrap, embroidered interior, and custom metal work for a champion towboat offered by Centurion World Championship Towboats and distributed through award-winning boat dealer, Breakwater Marine. The custom design wrap was unveiled during day one at the 2011 Vancouver International Boat Show, returning February 9th to 13th at its new venue, the Vancouver Convention Centre in Vancouver, British Columbia. The custom one-of-a-kind Dussault Centurion ENZO watercraft, valued at $150,000.00, was sold to the highest bidder at the end of the Show, with partial proceeds benefiting Canuck Place Children's Hospice and the Make A Wish Foundation. As part of the design project, Jason Dussault also created two custom life jackets and a custom surfboard wrap. These items were on display throughout the show and then awarded to show attendees through a random draw.




We own and operate the following registered internet domain names:




·
www.dussaultapparel.com;




·
www.dussualtink.com; and




·
www.deuceink.com




·
www.dussaultjeans.com,




4




We own and operate the following trademark:




·
Dussault Custom Ink Trademark.




In addition, we acquired all rights to the tradename “Open Sundaes.” As of the date of this report no formal filing reserving this tradename has been made, but it is anticipated that applicable filings will be undertaken in the very near future in order to perfect our rights to this tradename.




Our current business is primarily limited to licensing our Deuce Collection of apparel such as hats and t-shirts , we also will continue to produce limited collections of our Dussault luxury hoodies and Dussault Headwear when deemed economically viable. We also design skateboards and swimwear for promotional events, we outsource the manufacturing of promotional items to third parties. We have also begun selling limited edition prints of our artwork through our company website . Any limited collections of Dussault hoodies and headware are only produced based upon demand. We outsource the manufacturing of these orders to third parties. Upon submission and receipt of the order the client / retailer is required to prepay 50% of the order, with the balance payable on delivery. When we place the order with a manufacturer for production, we pay for the manufacturing costs upon completion. We do not have any agreements in place for manufacturing, given this model. Given this order by order business model, we can function without maintaining large inventories and reduced warehousing of products. We do incur costs of sample production. Our design functions are carried out at our head office location. Any Dussault hoodies that are produced are manufactured in Canada, licensed products are managed entirely by our license partners we only incur cost of design and sampling the license tee shirts are manufactured in the United States, Canada and China, our licensed head ware is manufactured in China.




We do have distribution agreements in regards to our "Deuce" collection in Canada, and for our head ware collection in the United States as follows:




·
On November 10, 2009, our company entered into a distribution agreement with EHM Holdings for a term of two years, wherein, EHM Holdings holds distribution rights to Deuce Custom Ink brand throughout Canada. Our Deuce collection is distributed pursuant to this agreement with EHM Holdings, pursuant to which we split the gross profit margin from the product sales with them.




·
On October 31, 2009, our company entered into a merchandising license agreement with USPA Accessories, LLC, wherein, our company agreed to provide design services under a merchandising license agreement in consideration for royalty payments of 10% of the gross income from the sales derived under a merchandising license agreement. Our head ware collection is distributed pursuant to this agreement with USPA Accessories, LLC , doing business as Concept One,




Both of the foregoing distribution/merchandising agreements are non-exclusive.





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





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





During this fiscal quarter the Company has relocated its offices to California.




5


Material Changes in Financial Condition





Liquidity & Capital Resources





As of April 30, 2011, our cash balance was $21,700, which is a decrease from our cash balance of $30,833 as of October 31, 2010.  The cash balance relates primarily to a loan in the amount of $40,000which was negotiated during the six month period with Asher Enterprises Inc. We also have receivables of $3,893.  During the six month period we used a portion of the loan to pay various operating expenses related to the ongoing management of the Company.





Presently, our revenues are not 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, 2011.  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.





The management of the Company is currently seeking other members to join the Board of Directors who may provide assistance in planning the forward strategy of the Company and in assisting in raising capital so that the Company may continue operations.





Material Changes in Results of Operations





We are a Company primarily in the business of the design of apparel for our licensing partners.  We continue to wholesale limited collections of our luxury apparel to retail outlets in Canada. The Company has transitioned from being a manufacturer – wholesaler toward licensing its trademark to other wholesalers in the Canada-U.S. market, while promoting its marque. The Company also entered into an agreement to purchase the trademark of a cosmetics line.  To date we have suffered recurring losses from our operations.





Our expenses for the six month period ending April 30, 2011, were $168,970, as compared to the same period in 2010 of $129,331.  This increase in expenses was largely attributable to an increase in consulting fees from $nil (2010) to $61,170 (2011)  and an increase in occupancy costs from $19,357 (2010) to $34,360 (2011) and were offset by a decrease in professional fees from $36,864 (2010) to $27,227 (2011) and administration expenses from $41,848 (2010) to $35,894 (2011).   Our revenues for the six months periods decreased from $176,913 (2010) to $30,904 (2011).  This decrease was due to the fact that we have limited operations and are not undertaking any marketing campaigns for our products or attaining new customers due to a lack of working capital.  We had a net operating loss of $165,668 for the six month period ending April 30, 2011 as compared to a net loss of $55,244  for the comparable period ending April 30, 2010.  As well we had interest expense for the six months ended April 30, 2011 in the amount of $72,505 as compared to no interest expense during the comparable period in 2010.





Net losses for the six months ended April 30, 2011 were $238,173 as compared to $55,244 for April 30, 2010, due largely to the changes in operating expenses as detailed above and the interest expense and the substantial decrease in revenues in 2011.





For the three month periods ended April 30, 2011 as compared to April 30, 2011, there were no significant changes in operating losses but revenues decreased from $37,661 (2010) to $5,816 (2011) and interest expense increased from $nil (2010) to $28,246 (2011) bringing our net loss to $73,588 (2011) from $47,527 (2010).





Off- Balance Sheet Arrangements





The Company presently does not have any off-balance sheet arrangements.


6


Going Concern




We have suffered recurring losses from operations and are dependent on our ability to raise capital from stockholders or other sources to meet our obligations and repay our liabilities arising from normal business operations when they become due. In their report on our audited financial statements for the year ended October 31, 2010, our independent auditors included an explanatory paragraph regarding concerns about our ability to continue as a going concern. Our financial statements as presented in our Form 10-K filed with the SEC on February 14, 2011 contain additional note disclosure describing the circumstances that lead to this disclosure by our independent auditors.




We anticipate that additional funding will be required in the form of equity financing from the sale of our common stock. At this time, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock or through a loan from our directors to meet our obligations over the next twelve months.





ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





A smaller reporting company is not required to provide the information required by this Item.





ITEM 4T.   CONTROLS AND PROCEDURES





Evaluation of Disclosure Controls and Procedures





Our management, under supervision and with the participation of the Mr. Jason Dussault, Principal Executive Officer and Mr. Robert Mintak, Principal Financial Officer, evaluated the effectiveness of our disclosure controls and procedures, as defined under Exchange Act Rule 13a-15(e).  Based upon this evaluation, the Principal Executive Officer and Principal Financial Officer concluded that, as of April 30, 2011, because of the material weakness in our internal control over financial reporting (“ICFR”) described below, our disclosure controls and procedures were not effective.





Disclosure controls and procedures are controls and other procedures that are designed to ensure that required information to be disclosed in our reports filed or submitted under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.  Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that required information to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.





Management’s Report on Internal Control over Financial Reporting





Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined under Exchange Act Rules 13a-15(f) and 14d-14(f).  Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.





All internal control systems, no matter how well designed, have inherent limitations and may not prevent or detect misstatements.  Therefore, even those systems determined to be effective can only provide reasonable assurance with respect to financial reporting reliability and financial statement preparation and presentation.  In addition, projections of any evaluation of effectiveness to future periods are subject to risk that controls become inadequate because of changes in conditions and that the degree of compliance with the policies or procedures may deteriorate.





Management assessed the effectiveness of our internal control over financial reporting as of January 31, 2011.  In making the assessment, management used the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework.   Based on its assessment, management concluded that, as of April 30, 2011, our internal control over financial reporting was not effective and that material weaknesses in ICFR existed as more fully described below.


7





As defined by Auditing Standard No. 5, “An Audit of Internal Control Over Financial Reporting that is Integrated with an Audit of Financial Statements” established by the Public Company Accounting Oversight Board (“PCAOB”), a material weakness is a deficiency or combination of deficiencies that results in more than a remote likelihood that a material misstatement of annual or interim financial statements will not be prevented or detected.  In connection with the assessment described above, management identified the following control deficiencies that represent material weaknesses as of April 30, 2011:





1)
Lack of an independent audit committee or audit committee financial expert, and no independent directors.  We do not have any members of the Board who are independent directors and we do not have an audit committee.  These factors may be counter to corporate governance practices as defined by the various stock exchanges and may lead to less supervision over management;


2)
Inadequate staffing and supervision within our bookkeeping operations.  We have a consulting firm involved in bookkeeping functions.  The fact that the accounting staff providing bookkeeping functions are all from the same firm of consultants prevents us from segregating duties within our internal control system.  The inadequate segregation of duties is a weakness because it could lead to the untimely identification and resolution of accounting and disclosure matters or could lead to a failure to perform timely and effective reviews. This may result in a failure to detect errors in spreadsheets, calculations or assumptions used to compile the financial statements and related disclosures as filed with the SEC;


3)
Outsourcing of our accounting operations.  Because there are no employees in our administration, we have outsourced all of our accounting functions to an independent firm.  The employees of this firm are managed by supervisors within the firm and are not answerable to the Company’s management.  This is a material weakness because it could result in a disjunction between the accounting policies adopted by our Board of Directors and the accounting practices applied by the independent firm;


4)
Insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements.





Changes in Internal Control over Financial Reporting





As of January 31, 2011, management assessed the effectiveness of our internal control over financial reporting.  Based on that evaluation, it was concluded that during the quarter ended and to date, the internal controls and procedures were not effective due to deficiencies that existed in the design or operation of our internal controls over financial reporting.  However, management believes these weaknesses did not have an effect on our financial results.  During the course of their evaluation, management did not discover any fraud involving management or any other personnel who play a significant role in our disclosure controls and procedures or internal controls over financial reporting.





Due to a lack of financial and personnel resources, we are not able to, and do not intend to, immediately take any action to remediate these material weaknesses.  We will not be able to do so until, if ever, we acquire sufficient financing and staff to do so.  We will implement further controls as circumstances, cash flow, and working capital permits.  Notwithstanding the assessment that our ICFR was not effective and that there were material weaknesses as identified in this report, we believe that our financial statements contained in our Quarterly Report on Form 10-Q for the period ended January 31, 2011, fairly present our financial position, results of operations, and cash flows for the periods covered, as identified, in all material respects.





Management believes that the material weaknesses set forth above were the result of the scale of our operations and intrinsic to our small size.  Management also believes that these weaknesses did not have an effect on our financial results.





We are committed to improving our financial organization.   As part of this commitment, we will, as soon as funds are available to the Company (1) appoint outside directors to our board of directors sufficient to form an audit committee and who will undertake the oversight in the establishment and monitoring of required internal controls and procedures; (2) create a position to segregate duties consistent with control objectives and to increase our personnel resources.  We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary, and as funds allow.


8


This Quarterly 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 the temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this quarterly report.





During the quarter ended January 31, 2011, there were no changes (including corrective actions with regard to significant deficiencies or material weaknesses) in our internal controls over financial reporting that occurred that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.





PART II – OTHER INFORMATION





ITEM 1.    LEGAL PROCEEDINGS





None





ITEM 1A.  RISK FACTORS





A smaller reporting company is not required to provide the information required by this Item.





ITEM 2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS





On February 15, 2011, Asher Enterprises, Inc. converted the amount of $10,000 pursuant to their May 12, 2010 convertible promissory note into a total of 3,030,303 common shares of the Company at a deemed price of $0.0033 per common share.





On March 14, 2011, Asher Enterprises, Inc. converted the amount of $10,000 pursuant to their May 12, 2010 convertible promissory note into a total of 4,347,826 common shares of the Company at a deemed price of $0.0023 per common share.





On April 20, 2011, Asher Enterprises, Inc. converted the amount of $5,000 pursuant to their May 12, 2010 convertible promissory note into a total of 6,250,000 common shares of the Company at a deemed price of $0.0008 per common share.





On May 17, 2011, Asher Enterprises, Inc. converted the amount of $3,000 pursuant to their May 12, 2010 convertible promissory note into a total of 5,000,000 common shares of the Company at a deemed price of $0.0006 per common share.





The Company claims an exemption from the registration requirements of the Securities Act of 1933, as amended,  for the issuance of shares to Asher Enterprises, Inc. pursuant to Section 4(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transaction does not involve a public offering, the purchasers are “accredited investors” and/or qualified institutional buyers, the purchasers have access to information about the Company and its purchase, the purchasers will take the securities for investment and not resale.





ITEM 3.  DEFAULTS UPON SENIOR SECURITIES





None.





ITEM 4.  (REMOVED AND RESERVED)





ITEM 5.  OTHER INFORMATION





On May 1, 2011, the Company approved the issuance of the remaining 2,973,161 shares of common stock related to the asset acquisition agreement between the Company and Open Sundaes Ventures Ltd.   On June 13, 2011, the Company provided the transfer agent with a treasury order requesting the issuance of the shares.


9


ITEM 6.  EXHIBITS





NO.
IDENTIFICATION OF EXHIBIT3.1
Articles of Incorporation
Incorporated by reference from our Registration Statement on Form SB-2 filed on January 11, 2007.3.2
Bylaws
Incorporated by reference from our Registration Statement on Form SB-2 filed on January 11, 2007.3.3
Articles of Merger
Incorporated by reference from our Form 8-K filed on June 16, 2007.3.4
Certificate of Change
Incorporated by reference from our Form 8-K filed on June 16, 200710.1
Employment Agreement dated June 22, 2007, between our company and Terry Fitzgerald
Incorporated by reference from our Form 8-K filed on June 25, 200710.2
Letter of Intent dated June 25, 2007, between our company and Dussault Jeans Inc.
Incorporated by reference from our Form 8-K filed on July 2, 200710.3
Letter of Intent dated November 5, 2007 between our company and Dussault Jeans Inc.
Incorporated by reference from our 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, 200810.6
Bridge Loan Agreement dated July 19, 2007, between our company and Dussault Jeans Inc
Incorporated by reference from our Form 8-K filed on August 1, 200710.7
Bridge Loan Agreement dated April 16, 2008, between our company and Dayton Boot Co. Ent. Ltd.
Incorporated by reference from our Form 8-K filed on April 23, 200810.8
Distribution Agreement dated November 10, 2009, between our company and EHM Holdings.
Incorporated by reference from our Quarterly Report on Form 10-Q filed on March 22, 201010.9
Merchandising License Agreement dated October 31, 2009, between our company and USPA Accessories, LLC.
Incorporated by reference from our Quarterly Report on Form 10-Q filed on March 22, 201031.1
Certification of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Filed herewith31.2
Certification of Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Filed herewith32.1
Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Filed herewith32.2
Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Filed herewith








10


SIGNATURES





Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.








DUSSAULT APPAREL INC.Date:
June 18, 2011
By:
/s/ Jason DussaultName:
Jason DussaultTitle:
Chief Executive Officer and President (Principal Executive Officer)By:
/s/ Robert MintakName:
Robert MintakTitle:
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)





11