---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended April 30, 2009

or

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

For the transition period from ______________________________ to
______________________________

Commission File Number 000-52452

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

|Nevada                                                               | 98-0513727                       
|-------------------------------------------------------------------- | ---------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (IRS Employer Identification No.)
|                                                                     |                                  
|2250 East Hastings Street, Vancouver BC                              | V5L 1V4                          
|(Address of principal executive offices)                             | (Zip Code)                       

604.569.2619(Registrants telephone number,
including area code)

N/A(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. [X] YES  
 [   ] NO

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a small
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   [   ]
    (Do not check if a smaller
      reporting company)
    Smaller reporting company 
  [X]


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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports
required to be filed by Sections 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 ISSUERS

Indicate the number of shares outstanding of each of the
issuers classes of common stock, as of the latest practicable date.
60,287,000 common shares issued and outstanding as of June 18, 2009

---

PART 1  FINANCIAL INFORMATION

Item 1. Financial Statements.











2

---

|DUSSAULT APPAREL INC.        
|-----------------------------
|(A Development Stage Company)
|Balance Sheet                

|                                                       |   | April 30,   |   |   | October 31, |  
|------------------------------------------------------ | - | ----------- | - | - | ----------- | -
|                                                       |   | 2009        |   |   | 2008        |  
|ASSETS                                                 |   | (Unaudited) |   |   |             |  
|Current Assets                                         |   |             |   |   |             |  
|Cash                                                   | $ | 191,696     |   | $ | 163,214     |  
|Accounts Receivable                                    |   | 750         |   |   | 59,186      |  
|Inventory                                              |   | 11,044      |   |   | 181,847     |  
|Total Current
      Assets                             |   | 203,490     |   |   | 404,247     |  
|                                                       |   |             |   |   |             |  
|Notes Receivable                                       |   | 299,477     |   |   | 293,000     |  
|                                                       |   |             |   |   |             |  
|Property and Equipment, net                            |   | -           |   |   | 51,515      |  
|                                                       |   |             |   |   |             |  
|Other Assets                                           |   |             |   |   |             |  
|Deposits                                               |   | 23,851      |   |   | 23,851      |  
|                                                       |   |             |   |   |             |  
|Total Assets                                           | $ | 526,818     |   | $ | 772,613     |  
|                                                       |   |             |   |   |             |  
|LIABILITIES AND STOCKHOLDERS' EQUITY                   |   |             |   |   |             |  
|Current Liabilities                                    |   |             |   |   |             |  
|Accounts Payable and accrued
      liabilities         | $ | 21,651      |   | $ | 6,437       |  
|Subscription
      Received                            |   | 5,000       |   |   | -           |  
|Total Current Liabilities                              |   | 26,651      |   |   | 6,437       |  
|                                                       |   |             |   |   |             |  
|Long Term
      Debt                                   |   | 12,492      |   |   | -           |  
|                                                       |   |             |   |   |             |  
|Total Liabilities                                      |   | 39,143      |   |   | 6,437       |  
|                                                       |   |             |   |   |             |  
|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      |   |   | 51,687      |  
|Additional Paid-In
      Capital                       |   | 10,817,555  |   |   | 10,817,555  |  
|Accumulated other comprehensive
      loss             |   | (7,035      | ) |   | (21,194     | )
|Accumulated deficit
      during the development stage |   | (10,374,532 | ) |   | (10,081,872 | )
|                                                       |   |             |   |   |             |  
|Total Stockholders' Equity                             |   | 487,675     |   |   | 766,176     |  
|                                                       |   |             |   |   |             |  
|Total Liabilities and
      Stockholders' Equity       | $ | 526,818     |   | $ | 772,613     |  

The accompanying notes are an integral part of these financial
statements

3

---

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

|                                     |   |                            |   |   |                          |   |   |                |   |   |            |   |   | For the period |  
|------------------------------------ | - | -------------------------- | - | - | ------------------------ | - | - | -------------- | - | - | ---------- | - | - | -------------- | -
|                                     |   |                            |   |   |                          |   |   |                |   |   |            |   |   | Aug. 1 2006    |  
|                                     |   | For the three months ended |   |   | For the six months ended |   |   | (inception) to |  
|                                     |   | April 30,                  |   |   | April 30,                |   |   | April 30       |  
|                                     |   | 2009                       |   |   | 2008                     |   |   | 2009           |   |   | 2008       |   |   | 2009           |  
|Revenue                              | $ | 142,399                    |   | $ | 129,430                  |   | $ | 399,790        |   | $ | 280,248    |   | $ | 1,047,518      |  
|Cost of Sales                        |   | 60,239                     |   |   | 41,418                   |   |   | 267,840        |   |   | 145,724    |   |   | 529,968        |  
|Operating Income                     |   | 82,160                     |   |   | 88,012                   |   |   | 131,950        |   |   | 134,524    |   |   | 517,550        |  
|                                     |   |                            |   |   |                          |   |   |                |   |   |            |   |   |                |  
|Selling Costs                        |   |                            |   |   |                          |   |   |                |   |   |            |   |   |                |  
|Marketing                            |   |                            |   |   | -                        |   |   | -              |   |   | -          |   |   | 20,000         |  
|Advertising                          |   | 41,571                     |   |   | -                        |   |   | 61,039         |   |   | -          |   |   | 115,456        |  
|Samples                              |   | 4,002                      |   |   | -                        |   |   | 86,556         |   |   | -          |   |   | 147,125        |  
|Development -
        Vancouver      |   | 38,747                     |   |   | 96,297                   |   |   | 83,359         |   |   | 221,199    |   |   | 812,442        |  
|                                     |   | 84,320                     |   |   | 96,297                   |   |   | 230,954        |   |   | 221,199    |   |   | 1,095,023      |  
|General and Administrative Expenses: |   |                            |   |   |                          |   |   |                |   |   |            |   |   |                |  
|Salaries & Wages                     |   | 11,250                     |   |   | 43,843                   |   |   | 30,000         |   |   | 143,876    |   |   | 360,542        |  
|Professional Fees                    |   | 46,798                     |   |   | 18,012                   |   |   | 83,301         |   |   | 44,697     |   |   | 394,177        |  
|Occupancy Costs                      |   | -                          |   |   | -                        |   |   | -              |   |   | -          |   |   | 27,966         |  
|Warehousing                          |   | -                          |   |   | -                        |   |   |                |   |   | -          |   |   | 81,550         |  
|Design                               |   | -                          |   |   | -                        |   |   | 3,897          |   |   | -          |   |   | 18,247         |  
|Depreciation                         |   | -                          |   |   | 1,500                    |   |   | -              |   |   | 1,500      |   |   | 35,413         |  
|Retail Launch                        |   | -                          |   |   | -                        |   |   | -              |   |   | -          |   |   | 5,777,175      |  
|Other Administrative
        Exp.    |   | 11,383                     |   |   | 65,041                   |   |   | 85,651         |   |   | 560,673    |   |   | 1,319,656      |  
|                                     |   | 69,431                     |   |   | 128,396                  |   |   | 202,849        |   |   | 750,746    |   |   | 8,014,726      |  
|Non-Recurring Items                  |   |                            |   |   |                          |   |   |                |   |   |            |   |   |                |  
|Inventory markdown                   |   | -                          |   |   | -                        |   |   |                |   |   | -          |   |   | 1,791,526      |  
|Total Expenses                       |   | 153,751                    |   |   | 224,693                  |   |   | 433,803        |   |   | 971,945    |   |   | 10,901,275     |  
|Other Income                         |   |                            |   |   |                          |   |   |                |   |   |            |   |   |                |  
|Gain on Sale of
        Assets       |   | 9,193                      |   |   | -                        |   |   | 9,193          |   |   | -          |   |   | 9,193          |  
|Net Loss                             |   | (62,398                    | ) |   | (136,681                 | ) |   | (292,660       | ) |   | (837,421   | ) |   | (10,374,532    | )
|Currency translation                 |   |                            |   |   |                          |   |   |                |   |   |            |   |   |                |  
|adjustment                           |   | (22                        | ) |   | -                        |   |   | 14,159         |   |   | -          |   |   | (7,035         | )
|                                     |   |                            |   |   |                          |   |   |                |   |   |            |   |   |                |  
|Comprehensive income (loss)          | $ | (62,420                    | ) | $ | (136,681                 | ) |   | (278,501       | ) | $ | (837,421   | ) | $ | (10,381,567    | )
|                                     |   |                            |   |   |                          |   |   |                |   |   |            |   |   |                |  
|Loss Per Common Share:               |   |                            |   |   |                          |   |   |                |   |   |            |   |   |                |  
|Basic and diluted                    | $ | (0.001                     | ) | $ | (0.002                   | ) | $ | (0.006         | ) | $ | (0.015     | ) |   |                |  
|Weighted average shares outstanding, |   |                            |   |   |                          |   |   |                |   |   |            |   |  
|basic and diluted                    |   | 51,687,000                 |   |   | 56,487,000               |   |   | 51,687,000     |   |   | 56,487,000 |   |   |                |  

The accompanying notes are an integral part of these financial
statements

4

---

DUSSAULT APPAREL INC. (A Development Stage
Company)**Statement of Cash Flows**(Unaudited)

For the periodAug. 1 2006For the three months ended
      
      
      For the six months ended
      
      
      (inception) toApril 30,
      
      
      April 30,
      
      
      April 30,2009
      
      
      2008
      
      
      2009
      
      
      2008
      
      
      2009Cash flows from operating activities:Net loss
      $
      (62,398
      )
      $
      (136,681
      )
      $
      (292,660
      )
      $
      (837,421
      )
      $
      (10,374,532
      )Adjustments to reconcile
        net loss tonet cash used by operating activities:Depreciation
      
      
      
      
      1,500
      
      
      
      
      
      1,500Stock issued for
        services
      
      
      
      
      
      
      
      
      
      
      
      
      
      5,272,000Contribution
        of capital assets
      
      
      
      
      
      
      
      
      
      
      
      
      
      667,242Change in operating assets and liabilities:Accounts
        receivable
      
      (750
      )
      
      
      
      
      58,436
      
      
      19,670
      
      
      (750
      )Accounts payable
      
      17,965
      
      
      (5,494
      )
      
      15,214
      
      
      3,534
      
      
      21,651Inventory
      
      43,303
      
      
      (36,468
      )
      
      170,803
      
      
      54,932
      
      
      (11,044
      )Deposits
      
      
      
      
      
      
      
      
      
      
      
      
      
      (23,851
      )Net cash (used by)operating activities
      
      (1,880
      )
      
      (177,143
      )
      
      (48,207
      )
      
      (757,785
      )
      
      (4,449,284
      )Cash flows from investing activities:Sale (Purchase) of equipment
      
      8,924
      
      
      (77,145
      )
      
      51,515
      
      
      (55,577
      )
      
      -Start-Up costsNet cash (used by) investingactivities
      
      8,924
      
      
      (77,145
      )
      
      51,515
      
      
      (55,577
      )
      
      -Cash flows from financing activities:Loan to Dayton Boots
      
      (18,477
      )
      
      (18,477
      )
      
      (6,477
      )
      
      
      
      
      (299,477
      )Proceeds of Loan
      
      
      
      
      
      
      
      12,492
      
      
      
      
      
      12,492Subscription received
      
      5,000
      
      
      678,423
      
      
      5,000
      
      
      1,089,168
      
      
      5,000Common stock issued for
        cash
      
      
      
      
      
      
      
      
      
      
      
      
      
      4,930,000Net cash (used by) providedby financing
        activities
      
      (13,477
      )
      
      678,423
      
      
      11,015
      
      
      1,089,168
      
      
      4,648,015


5

---

DUSSAULT APPAREL INC. (A Development Stage
Company)**Statement of Cash Flows**(Unaudited)

For the periodAug. 1 2006For the three months ended
      
      
      For the six months ended
      
      
      (inception) toApril 30,
      
      
      April 30,
      
      
      April 30,2009
      
      
      2008
      
      
      2009
      
      
      2008
      
      
      2009Effect of exchange rateson cash
      
      (22
      )
      
      
      
      
      14,159
      
      
      
      
      
      (7,035
      )Net increase (decrease) in cash
      
      (6,455
      )
      
      424,135
      
      
      28,482
      
      
      275,806
      
      
      191,696Cash, beginning of the period
      
      198,151
      
      
      78,927
      
      
      163,214
      
      
      227,256
      
      
      -Cash, end of the period
      $
      191,696
      
      $
      503,062
      
      $
      191,696
      
      $
      503,062
      
      $
      191,696Supplemental cash flow disclosure:Interest paid
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -Taxes paid
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -


The accompanying notes are an integral part of these financial
statements

6

---

DUSSAULT APPAREL INC.(A Development Stage
Company)NOTES TO THE FINANCIAL STATEMENTS (Unaudited) April
30, 2009

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 were produced in the
Vancouver, Canada office, manufactured in China and warehoused in Los Angeles.
The Company closed this store in November, 2008 in the wake of declining sales
and current economic conditions. The Company continues to wholesale to retail
outlets as well as to sports organizations throughout the U.S. and Canada.

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 six months ended April 30, 2009.
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

7

---

value. The carrying amounts of the Companys financial
instruments as of April 30, 2009 approximate their respective fair values
because of the short-term nature of these instruments. Such instruments consist
of cash, accounts payable and accrued expenses. The fair value of related party
payables is not determinable.

Financial instruments

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

Income Taxes

The Company utilizes SFAS No. 109, Accounting for Income
Taxes, which requires the recognition of deferred tax assets and liabilities
for the expected future tax consequences of events that have been included in
the financial statements or tax returns. Under this method, deferred tax assets
and liabilities are determined based on the difference between the tax basis of
assets and liabilities and their financial reporting amounts based on enacted
tax laws and statutory tax rates applicable to the periods in which the
differences are expected to affect taxable income. Valuation allowances are
established, when necessary, to reduce deferred tax assets to the amount
expected to be realized. The Company generated deferred tax credits through net
operating loss 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
April 30, 2009 had not established an ongoing source of revenues sufficient to
cover its operating costs and to allow it to continue as a going concern.

As shown in the accompanying financial statements, the Company
incurred a net loss of $62,398 in the six months ended April 30, 2009. The
Corporation, however, had a positive cash flow of $28,482 in the same period,
primarily from the sale of equipment and borrowings. The Company closed its
retail outlet in November 2008. Its ability to continue as a going concern is
dependent on the successful stimulation of wholesale sales or in other areas in
order to fund operating losses and become profitable. If the Company is unable
to make it profitable, the Company could be forced to cease development of
operations. Management cannot provide any assurances that the Company will be
successful in its retail operation. The accompanying financial statements do not
include any adjustments that might be necessary if the Company is unable to
continue as a going concern.

Development-Stage Company

The Company is considered a development-stage company, with
limited operating revenues during the periods presented, as defined by Statement
of Financial Accounting Standards (SFAS) No. 7. SFAS. No. 7 requires companies
to report their operations, shareholders deficit and cash flows since inception
through the date that revenues are generated from managements intended
operations, among other things. Management has defined inception as August 1,
2006. Since inception, the Company has incurred operating losses totaling
$10,374,532. The Companys working capital has been generated through the sales
of common stock and liquidation of inventory. Management has provided financial
data since August 1, 2006 Inception in the financial statements, as a means to
provide readers of the Companys financial information to make informed
investment decisions.

8

---

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. Wholesale sales since the beginning of the fiscal year have
reduced inventory to $11,044.

Note Receivable

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

The 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. The note is being amortized by rent for offices within Dayton Boot
occupied by the related Company, Dussault Apparel Inc. (Canada).

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 April 30, 2009.

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

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

The following is a reconciliation of the numerators and
denominators of the basic and diluted earnings per share computations for the
three months ended April 30, 2009 and 2008:

|                                      |   | 2009       |   |   | 2008       |  
|------------------------------------- | - | ---------- | - | - | ---------- | -
|Basic and diluted net loss per share: |   |            |   |   |            |  
|Numerator                             |   |            |   |   |            |  
|Comprehensive Net (Loss)              | $ | (278,501   | ) | $ | (837,421   | )
|                                      |   |            |   |   |            |  
|Denominator                           |   |            |   |   |            |  
|Basic and diluted weighted average    |   |            |   |   |            |  
|number of shares outstanding          |   | 51,687,000 |   |   | 56,487,000 |  
|                                      |   |            |   |   |            |  
|Basic and Diluted Net Loss Per Share  | $ | ( 0.006    | ) | $ | (0.015     | )

9

---

Item 2. Managements Discussion and Analysis of Financial
Condition and Results of Operations

Forward-Looking Statements

This quarterly report contains forward-looking statements.
These statements relate to future events or our future financial performance. In
some cases, you can identify forward-looking statements by terminology such as
"may", "should", "expects", "plans", "anticipates", "believes", "estimates",
"predicts", "potential" or "continue" or the negative of these terms or other
comparable terminology. These statements are only predictions and involve known
and unknown risks, uncertainties and other factors, including the risks in the
section entitled "Risk Factors", that may cause our or our industry's actual
results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements. Although
we believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements. Except as required by applicable law, including the securities
laws of the United States, we do not intend to update any of the forward-looking
statements to conform these statements to actual results.

Our unaudited financial statements are stated in United States
Dollars (US$) and are prepared in accordance with United States Generally
Accepted Accounting Principles. The following discussion should be read in
conjunction with our financial statements and the related notes that appear
elsewhere in this quarterly report. The following discussion contains
forward-looking statements that reflect our plans, estimates and beliefs. Our
actual results could differ materially from those discussed in the forward
looking statements. Factors that could cause or contribute to such differences
include, but are not limited to, those discussed below and elsewhere in this
quarterly report, particularly in the section entitled "Risk Factors".

In this quarterly report, unless otherwise specified, all
dollar amounts are expressed in United States dollars. All references to "CDN$"
refer to Canadian dollars and all references to "common stock" refer to the
common shares in our capital stock.

As used in this quarterly report, the terms we, us and
our refer to Dussault Apparel Inc. and our wholly-owned subsidiaries, unless
the context clearly requires or states otherwise.

Corporate Overview

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

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

Corporate History

We were incorporated on August 1, 2006 in the State Nevada
under the name Release Your Lease Inc. Our initial business plan was to create a
web-based service for buyers and sellers of leased automobiles. 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.

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.

10

---

On June 25, 2007, we entered in a non-binding letter of intent
with Dussault Jeans Inc., pursuant to the letter of intent we agreed to
negotiate the terms of a formal agreement for a business combination between the
two companies. On November 5, 2007, we entered into a revised non-binding letter
of intent with Dussault Jeans Inc. The revised letter of intent replaced and
superseded 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 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.

On April 15, 2009, our company entered into an assignment of
  royalty with Jason Dussault. The assignment of royalty provides for the payment
  by Jason Dussault of 5% of the royalties received by him pursuant to a merchandising
  license agreement with Gene Simmons Company and USPA Accessories LLC for the
  license of Moneybag intellectual property and related products,
  pursuant to and in accordance with the terms and conditions of a merchandising
  license agreement. Jason Dussault has agreed to provide sales and design services
  under a merchandising license agreement in consideration for royalty payments
  from 4.5% to 7.5% of gross income from sales derived under a merchandising license
  agreement. From any royalty payments that may become payable to Jason Dussault,
  Mr. Dussault has agreed to assign to our company 5% of the gross income and
  has agreed to assign to our company to his rights, title and interest in and
  to the amount of the royalty.

Our Current Business

Our principal products are limited edition high fashion
streetwear, specifically hoodies. We design, market, distribute and sell our
products under the Dussault Custom Ink trademark. Our products are sold in
Canada and abroad to upscale retailers and boutiques and we also produce private
collections for custom orders. 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.

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. Our
products are sold to fashion conscious, affluent 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.

11

---

Government Regulation and Supervision

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

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

Research and Development

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

Purchase of Significant Equipment

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

Corporate Offices

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

Employees

Currently, our only employees are our directors and officers,
who include Jason Dussault, our president, chief executive officer, secretary
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.

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.

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 our
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 our companys financial position and
results of operations.

12

---

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 our companys financial instruments as of April
30, 2009 approximate their respective fair values because of the short-term
nature of these instruments. Such instruments consist of cash, accounts payable
and accrued expenses. The fair value of related party payables is not
determinable.

Financial instruments

Our 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

Our 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.

Development-Stage Company

Our 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, our company has incurred operating losses totaling
$1,796,526. Our 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 our companys
financial information to make informed investment decisions.

Inventory

Inventories are stated at the lower of cost or market value.
Market value represents net realizable value. Inventories 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. Wholesale sales since the beginning of the fiscal year have
reduced inventory to $11,044.

Note Receivable

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

13

---

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. Our company has no potentially
dilutive securities as of April 30, 2009.

On June 11, 2007 a forward stock split of Common Stock occurred
on a 14 for 1 basis. The loss per share for the periods presented has been
calculated accordingly, giving retroactive effect to the forward stock split.

The following is a reconciliation of the numerators and
denominators of the basic and diluted earnings per share computations for the
six months ended April 30, 2009 and 2008:

|                                                          |   | 2009       |   |   | 2008       |  
|--------------------------------------------------------- | - | ---------- | - | - | ---------- | -
|                                                          |   |            |   |   |            |  
|Basic and diluted net loss per share                      |   |            |   |   |            |  
|Numerator                                                 | $ | (278,501   | ) | $ | (837,421   | )
|Comprehensive Net (Loss)                                  |   |            |   |   |            |  
|                                                          |   |            |   |   |            |  
|Denominator                                               |   |            |   |   |            |  
|Basic and diluted weighted average number
      of shares |   | 51,687,000 |   |   | 56,487,000 |  
|                                                          |   |            |   |   |            |  
|Basic and Diluted Net Loss Per Share                      | $ | (0.006     | ) | $ | (0.015     | )

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, 2008, our independent auditors
included an explanatory paragraph regarding concerns about our ability to
continue as a going concern. Our financial statements contain additional note
disclosure describing the circumstances that lead to this disclosure by our
independent auditors.

Results of Operations

The following summary of our results of operations should be
read in conjunction with our financial statements for the quarter ended April
30, 2009 which are included herein.

Three month Summary ended April 30, 2009 and 2008

Three Months EndedApril 302009
      
      
      2008Sales
      $
      142,399
      
      $
      129,430Cost of Sales
      $
      60,239
      
      $
      41,418Operating Expenses
      $
      153,751
      
      $
      224,693Net Loss
      $
      (62,420
      )
      $
      (136,681
      )


14

---

Sales

Our sales for the three months ended April 30, 2009 were
$142,399, compared to our sales for the three months ended April 30, 2008, which
were $129,430, representing approximately a 10% increase. The increase in sales
is due to greater demand for the 2009 collection.

Cost of Sales

Our cost of sales for the three months ended April 30, 2009 was
$60,239 (42% of product sales), compared to our cost of sales for the three
months ended April 30, 2008, which was $41,418 (32% of product sales). The
increase in our cost of sales is mainly due to domestic production. We expect
that our cost of sales will decrease over the next twelve months, mainly due to
sampling and literature support in place related to these sales.

Future cost of sales may be impacted by, the effects of
inflation and changing prices from our suppliers and fluctuations in foreign
currency rates as certain costs are incurred in foreign currencies.

Total Operating Costs

Our total operating expenses consist of salaries and wages,
professional fees and general and administrative costs. For the three months
ended April 30, 2009, our total operating expenses were $153,751 while they were
$224,693 for the three months ended April 30, 2008. The decrease in our total
operating costs is mainly due to a reduction in salary and wages, development
costs and the reduction of administrative expenses. We expect to continue to
increase our business activities, but we expect our total operating expenses to
continue to decrease over the coming twelve months.

Six month Summary ended April 30, 2009 and 2008

Six months EndedApril 302009
      
      
      2008Sales
      $
      399,790
      
      $
      280,248Cost of Sales
      $
      267,840
      
      $
      145,724Operating Expenses
      $
      433,803
      
      $
      971,945Net Loss
      $
      (278,501
      )
      $
      (837,421
      )


Sales

Our sales for the six months ended April 30, 2009 were
$399,790, compared to our sales for the six months ended April 30, 2008, which
were $280,248, representing approximately a 42% increase. The increase in sales
is due to liquidation of dated inventory and demand for new products.

Cost of Sales

Our cost of sales for the six months ended April 30, 2009 was
$267,840 (67% of product sales), compared to our cost of sales for the six
months ended April 30, 2008, which was $145,724 (52% of product sales). The
increase in our cost of sales is mainly due to domestic production. We expect
that our cost of sales will decrease over the next twelve months, mainly due to
sampling and literature support in place related to these sales.

Future cost of sales may be impacted by, the effects of
inflation and changing prices from our suppliers and fluctuations in foreign
currency rates as certain costs are incurred in foreign currencies.

Total Operating Costs

Our total operating expenses consist of salaries and wages,
professional fees and general and administrative costs. For the six months ended
April 30, 2009, our total operating expenses were $433,803 while they were
$971,945 for

15

---

the six months ended April 30, 2008. The decrease in our total
operating costs is mainly due to a reduction in salary and wages, development
costs and the reduction of administrative expenses. We expect to continue to
increase our business activities, but we expect our total operating expenses to
continue to decrease over the coming twelve months.

Liquidity and Financial Condition

Working Capital

At
    
    
    AtApril 30,
    
    
    October 31,2009
    
    
    2008Current assets
    $
    203,490
    
    $
    404,247Current liabilities
    $
    26,651
    
    $
    6,437Working capital
    $
    176,839
    
    $
    397,810


Cash FlowsSix Months EndedApril 30,
      
      
      April 30,2009
      
      
      2008Net Cash (Used by) Operating Activities
      $
      (48,207
      )
      $
      (757,785
      )Net Cash (Used by) Investing Activities
      $
      51,515
      
      $
      (55,577
      )Net Cash (Used by)Provided by Financing
        Activities
      $
      11,015
      
      $
      1,089,168Net increase (decrease) in cash during period
      $
      28,482
      
      $
      275,806


We had cash in the amount of $191,696 as of April 30, 2009 as
compared to $163,214 as of October 31, 2008. We had a working capital surplus of
$176,839 as of April 30, 2009 compared to a working capital surplus of $397,810
as of October 31, 2008.

Our principal source of funds has been cash flows from private
placement financings.

Future Financings

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

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

16

---

Contractual Obligations

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

Off-Balance Sheet Arrangements

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

Recently Issued Accounting Standards

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.

Our company does not believe that the adoption of the above
recent pronouncements will have a material effect on our consolidated financial
position, results of operations, or cash flows.

Item 4T. 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 (also
our principal executive officer) and our chief financial officer (also our
principal financial officer and principal accounting officer) to allow for
timely decisions regarding required disclosure.

As of April 30, 2009, the end of our second quarter covered by
this report, we carried out an evaluation, under the supervision and with the
participation of our president (also our principal executive officer) and our
chief financial officer (also our principal financial officer and principal
accounting officer), of the effectiveness of the design and operation of our
disclosure controls and procedures. Based on the foregoing, our president (also
our principal executive officer) and our chief financial officer (also our
principal financial officer and principal accounting officer) concluded that our
disclosure controls and procedures were effective in providing reasonable
assurance in the reliability of our financial reports as of the end of the
period covered by this quarterly report.

17

---

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 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 quarter ended April 30, 2009 that
have materially or are reasonably likely to materially affect, our internal
controls over financial reporting.

OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 1A. 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 and 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.

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 April 30, 2009, we had working capital surplusof $176,839. We do not expect positive material cash flow from
operations in the near term. We have estimated that we may require up to
$200,000 to carry out our plan in regards to retail fashion during the twelve
month period ended April 30, 2010. However, there is no assurance that actual
cash requirements will not exceed our estimates.

18

---

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

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

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

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

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

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

Our revenues are influenced by general economic cycles, 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.

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 jeanswear 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

19

---

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.

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

20

---

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. Unregistered Sales of Equity Securities and Use of
Proceeds

On April 15, 2009, we issued 2,250,000 common shares in the
capital of our company. The securities were issued as compensation for services
rendered by consultants. We issued the securities to two (2) non-U.S. persons
(as that term is defined in Regulation S of the Securities Act of 1933), in an
offshore transaction relying on Regulation S of the Securities Act of 1933.

Item 3. Defaults Upon Senior Securities

None.

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

None.

Item 5. Other Information

Effective April 9, 2009, Terence Fitzgerald resigned as chief
executive officer, president and a director of our company and Jason Dussault
was appointed chief executive officer and president of our company.

Item 6. Exhibits

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

21

---

|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.

22

---

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.                     
|-------------------- | ------------------------------------------
|                     | (Registrant)                              
|                     |                                           
|                     |                                           
|Dated: June 18, 2009 | /s/
      Jason Dussault                  
|                     | Jason Dussault                            
|                     | Chief Executive Officer and President     
|                     | (Principal Executive Officer)             
|                     |                                           
|                     |                                           
|Dated: June 18, 2009 | /s/
      Robert Mintak                   
|                     | Robert Mintak                             
|                     | Chief Financial Officer                   
|                     | (Principal Financial Officer and Principal
|                     | Accounting Officer)                       

23

---