U.S.
SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q





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





For
the quarterly period ended March 31, 2009





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





For the
transition period from





Commission
File No. 333-140305





EXCLUSIVE
APPAREL, INC.


(Exact
name of small business issuer as specified in its charter)





Nevada
              20-5567127(State
      or other jurisdiction of incorporation or organization)
              (I.R.S.
      Employer Identification No.)








6555
W. Gary Avenue, Las Vegas, Nevada 89139


(Address
of Principal Executive Offices)





(702)
242-9501


(Issuer’s
telephone number)





None


(Former
name, address and fiscal year, if changed since last report)





Check
whether the issuer (1) has filed all reports required to be filed by Section 13
or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter
period that the issuer 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 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,” “non-accelerated filer,” and “smaller reporting company” in
Rule 12b-2 of the Exchange Act.





[   ]  Large
      accelerated filer
              [   ]  Accelerated
      filer[   ]  Non-accelerated
      filer
              [X]  Smaller
      reporting company





APPLICABLE
ONLY TO CORPORATE ISSUERS:





State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of May 12, 2009:  37,000,000 shares of common stock.





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





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
















PART I – FINANCIAL INFORMATION





Item 1.  Financial Statements





Item 2.  Management’s Discussion and Analysis of Financial
Condition





Item 4.  Control and Procedures





PART II – OTHER INFORMATION





Item 1.  Legal Proceedings





Item 2.  Changes in Securities





Item 3.  Defaults Upon Senior Securities





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





Item 5.  Other Information





Item 6.  Exhibits and Reports on Form 8-K





SIGNATURE







PART I – FINANCIAL INFORMATION





Item 1.  Financial Information





BASIS
OF PRESENTATION





The
accompanying reviewed financial statements are presented in accordance with
generally accepted accounting principles for interim financial information and
the instructions to Form 10-Q and item 310 under subpart A of Regulation
S-B.  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
(consisting only of normal occurring accruals) considered necessary in order to
make the financial statements not misleading, have been
included.  Operating results from inception (September 8, 2006) and
three months ended March 31, 2009 are not necessarily indicative of results that
may be expected for the year ending December 31, 2009.  The financial
statements are presented on the accrual basis.








2


FINANCIAL
STATEMENTS





EXCLUSIVE
APPAREL, INC.





Table
of Contents








PAGEBALANCE SHEETS
              F-1STATEMENTS OF OPERATIONS
              F-2STATEMENTS OF CASH FLOWS
              F-3FOOTNOTES TO FINANCIAL STATEMENTS
              F-4
























































3





EXCLUSIVE
APPAREL, INC.


(A
Development Stage Company)





BALANCE SHEETS








ASSETS
                                  
                                  March
      31, 2009
                                  
                                  
                                  December
      31, 2008Current
      assets:Cash
                                  
                                  $
                                  542
                                  
                                  
                                  $
                                  575Total
      current assets
                                  
                                  
                                  542
                                  
                                  
                                  
                                  575Inventories
                                  
                                  
                                  23,665
                                  
                                  
                                  
                                  23,665Total
      assets
                                  
                                  
                                  23,665
                                  
                                  
                                  
                                  23,665Total
      assets
                                  
                                  $
                                  24,207
                                  
                                  
                                  $
                                  24,240LIABILITIES
      AND STOCKHOLDERS' EQUITY (DEFICIT)Current
      liabilities:Accounts
      payable and accrued expenses
                                  
                                  $
                                  3,561
                                  
                                  
                                  $
                                  61Advance
      from shareholder
                                  
                                  
                                  21,645
                                  
                                  
                                  
                                  16,950Total
      current liabilities
                                  
                                  
                                  25,206
                                  
                                  
                                  
                                  17,011Stockholders'
      equityPreferred
      stock; $.001 par value, 5,000,000 sharesauthorized,
      zero shares issued and outstanding
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -Common
      stock; $.001 par value, 70,000,000 sharesauthorized,
      37,000,000 shares issued and outstanding
                                  
                                  
                                  37,000
                                  
                                  
                                  
                                  37,000Additional
      paid in capital
                                  
                                  
                                  155,500
                                  
                                  
                                  
                                  155,500Accumulated
      (deficit) during development stage
                                  
                                  
                                  (193,499
                                  )
                                  
                                  
                                  (185,271
                                  )Total
      stockholders' equity (deficit)
                                  
                                  
                                  (999
                                  )
                                  
                                  
                                  7,229$
                                  24,207
                                  
                                  
                                  $
                                  24,240











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





F-1





4





EXCLUSIVE
APPAREL, INC.


(A
Development Stage Company)





STATEMENTS OF OPERATIONS








(Unaudited)(Unaudited)
                  
                  
                  (Unaudited)
                  
                  
                  September
      8, 2006For
      the three
                  
                  
                  For
      the three
                  
                  
                  (date
      of inception)months
      ended
                  
                  
                  months
      ended
                  
                  
                  throughMarch
      31, 2009
                  
                  
                  March
      31, 2008
                  
                  
                  March
      31, 2009Revenues
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -Operating
      expenses:General
      and administrative expenses
                  
                  
                  8,228
                  
                  
                  
                  8,210
                  
                  
                  
                  193,499Total
      operating expenses
                  
                  
                  8,228
                  
                  
                  
                  8,210
                  
                  
                  
                  193,499(Loss)
      from operations
                  
                  
                  (8,228
                  )
                  
                  
                  (8,210
                  )
                  
                  
                  (193,499
                  )Other
      income (expenses):Interest
      (expense)
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Other
      (expense)
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Total
      other income (expenses)
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -(Loss)
      before provision for income taxes
                  
                  
                  (8,228
                  )
                  
                  
                  (8,210
                  )
                  
                  
                  (193,499
                  )Provision
      for income taxes
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Net
      (loss)
                  
                  $
                  (8,228
                  )
                  
                  $
                  (8,210
                  )
                  
                  $
                  (193,499
                  )Basic
      and diluted loss per common share
                  
                  $
                  (0.01
                  )
                  
                  $
                  (0.01
                  )
                  
                  $
                  (0.01
                  )Basic
      and diluted weighted averagecommon
      shares outstanding
                  
                  
                  37,000,000
                  
                  
                  
                  37,000,000
                  
                  
                  
                  30,833,141














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








F-2





5





EXCLUSIVE
APPAREL, INC.


(A
Development Stage Company)





STATEMENTS OF CASH FLOW








(Unaudited)(Unaudited)
                            
                            
                            (Unaudited)
                            
                            
                            September
      8, 2006For
      the three
                            
                            
                            For
      the three
                            
                            
                            (date
      of inception)months
      ended
                            
                            
                            months
      ended
                            
                            
                            throughMarch
      31, 2009
                            
                            
                            March
      31, 2008
                            
                            
                            March
      31, 2009Operating
      activities:Net
      loss
                            
                            $
                            (8,228
                            )
                            
                            $
                            (8,210
                            )
                            
                            $
                            (193,499
                            )Adjustments
      to reconcile net loss tonet
      cash used in operating activities:Stock
      issued for services
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            44,000Changes
      in operating assets and liabilities:Decrease
      (increase) in inventories
                            
                            
                            -
                            
                            
                            
                            290
                            
                            
                            
                            (23,665
                            )Increase
      in accounts payable
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            61Increase
      in accrued expenses
                            
                            
                            3,500
                            
                            
                            
                            3,924
                            
                            
                            
                            3,500Net
      cash (used in) operating activities
                            
                            
                            (4,728
                            )
                            
                            
                            (3,996
                            )
                            
                            
                            (169,603
                            )Financing
      activities:Advance
      to/ from shareholder
                            
                            
                            4,695
                            
                            
                            
                            -
                            
                            
                            
                            21,645Proceeds
      from issuance of common stock
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            148,500Net
      cash provided by financing activities
                            
                            
                            4,695
                            
                            
                            
                            -
                            
                            
                            
                            170,145Net
      change in cash
                            
                            
                            (33
                            )
                            
                            
                            (3,996
                            )
                            
                            
                            542Cash,
      beginning of period
                            
                            
                            575
                            
                            
                            
                            4,611
                            
                            
                            
                            -Cash,
      end of period
                            
                            $
                            542
                            
                            
                            $
                            615
                            
                            
                            $
                            542Non
      Cash Investing and Financing Activities:Issuance
      of Common Stock for Services
                            
                            $
                            -
                            
                            
                            $
                            -
                            
                            
                            $
                            44,000








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





F-3


6





EXCLUSIVE
APPAREL, INC.





NOTES TO THE INTERIM FINANCIAL STATEMENTS








Note
1 - CONDENSED FINANCIAL STATEMENT





The
accompanying financial statements have been prepared by the Company without
audit.  In the opinion of management, all adjustments (which include
only normal recurring adjustments) necessary to present fairly the financial
position, results of operations, and cash flows at March 31, 2009, and for all
periods presented herein, have been made.





Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the
United States of America have been condensed or omitted.  It is
suggested that these condensed financial statements be read in conjunction with
the financial statements and notes thereto included in the Company’s December
31, 2008 audited financial statements.  The results of operations for
the periods ended March 31, 2009 and 2008 are not necessarily indicative of the
operating results for the full years.





Note
2 – GOING CONCERN





The
Company’s financial statements are prepared using generally accepted accounting
principles 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 has not yet established an ongoing source
of revenues sufficient to cover its operating costs and allow it to continue as
a going concern. The ability of the Company to continue as a going concern is
dependent on the Company obtaining adequate capital to fund operating losses
until it becomes profitable. If the Company is unable to obtain adequate
capital, it could be forced to cease operations.





In order
to continue as a going concern, the Company will need, among other things,
additional capital resources. Management’s plan is to obtain such resources for
the Company by obtaining capital from management and significant shareholders
sufficient to meet its minimal operating expenses and seeking equity and/or debt
financing. However management cannot provide any assurances that the Company
will be successful in accomplishing any of its plans.





The
ability of the Company to continue as a going concern is dependent upon its
ability to successfully accomplish the plans described in the preceding
paragraph and eventually secure other sources of financing and attain profitable
operations. The accompanying financial statements do not include any adjustments
that might be necessary if the Company is unable to continue as a going
concern.





NOTE
3 - RELATED PARTY TRANSACTIONS





As of
March 31, 2009, advance from shareholders was approximately
$21,600.







F-4


7







Item 2. Management’s Discussion and Analysis of Financial Conditions
and Results of Operations




Plan of
Operation





On
February 27, 2007 we received approval from the Securities and Exchange
Commission of our Registration Statement on Form SB-2 wherein we registered
15,000,000 shares of our $.001 common stock in order to raise $150,000.00 as our
initial capital prior to filing an application with the NASD on Form 211 to be
listed on a public exchange.  To date we have raised $148,500.00 net
of $1,500 for costs and we completed, and submitted our Form 211 to the
NASD.




Results of
Operation





The
Company did not have any operating income from inception (September 8, 2006)
through March 31, 2009. For the quarter ended March 31, 2009, the registrant
recognized a net loss of $8,228. Some general and administrative expenses during
the year were accrued. Expenses for the year were comprised of costs mainly
associated with legal, accounting and office.





Liquidity and Capital
Resource





At March
31, 2009 the Company had no capital resources and will rely upon
the  issuance  of  common  stock  and  additional  capital  contributions  from
shareholders  to  fund  administrative  expenses  pending
full implementation of the Company’s business model.





Critical Accounting
Policies





Exclusive
Apparel’s financial statements and related public financial information are
based on the application of accounting principles generally accepted in the
United States (“GAAP”). GAAP requires the use of estimates; assumptions,
judgments and subjective interpretations of accounting principles that have an
impact on the assets, liabilities, revenue and expense amounts reported. These
estimates can also affect supplemental information contained in our external
disclosures including information regarding contingencies, risk and financial
condition.  We believe our use if estimates and underlying accounting
assumptions adhere to GAAP and are consistently and conservatively applied. We
base our estimates on historical experience and on various other assumptions
that we believe to be reasonable under the circumstances. Actual results may
differ materially from these estimates under different assumptions or
conditions. We continue to monitor significant estimates made during the
preparation of our financial statements.







8


Our
significant accounting policies are summarized in Note 1 of our financial
statements.  While all these significant accounting policies impact
its financial condition and results of operations, Exclusive Apparel’s views
certain of these policies as critical. Policies determined to be critical are
those policies that have the most significant impact on the Company’s
consolidated financial statements and require management to use a greater degree
of judgment and estimates. Actual results may differ from those estimates. Our
management believes that given current facts and circumstances, it is unlikely
that applying any other reasonable judgments or estimate methodologies would
cause effect on our consolidated results of operations, financial position or
liquidity for the periods presented in this report.





Item 4. Controls and Procedures





(a)
            Evaluation
      of disclosure controls and
procedures.





Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting for the Company. Internal control over
financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under
the Securities Exchange Act of 1934 (Exchange Act) as a process designed by or
under the supervision of, our principal executive and principal financial
officers and effected by our Board of Directors, management and other personnel,
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 and includes those policies and
procedures that:





Pertain
to the maintenance of records that is in reasonable detail accurately and fairly
reflect the transactions and dispositions of our assets





Provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the Company are
being made only in  accordance with authorizations of our management
and directors: and





Provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the Company’s assets that could have a
material effect on the financial statements.





Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, 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.







9




Management
assessed the effectiveness of the Company’s Internal Control over financial
reporting as of March 31, 2009. In making this assessment, management used the
criteria set forth by the Committee of Sponsoring Organizations of the Treadway
Commission in this Internal Control-Integrated Framework.





Base on
our assessment, we believe that, as of March 31, 2009 our internal control over
financial reporting was ineffective.





Evaluation
of Disclosure Controls and Procedures




We
maintain disclosure controls and procedures (as defined in Rules 13a-15(f) and
15d-15(f) under the Exchange Act) that are designed to ensure that information
required to be disclosed in the reports we file or submit under the Exchange Act
is recorded, processed, summarized and reported within the time periods
specified in the SEC’s rules and forms, and that such information is accumulated
and communicated to our management, including our chief executive officer and
chief financial officer, as appropriate to allow timely decisions regarding
disclosure.  In designing and evaluating the disclosure controls and
procedures, management recognized that any controls and procedures, no matter
how well designed and operated, can provide only reasonable assurance of
achieving the desired control objectives, and management necessarily was
required to apply its judgment in evaluating the cost-benefit relationship of
possible controls and procedures.





Our
management, with the participation of our chief executive officer and chief
financial officer, has evaluated the effectiveness of our disclosure controls
and procedures as of March 31, 2009.  Based on their evaluation, our
chief executive officer and chief financial officer have concluded that, as of
March 31, 2009, our disclosure controls and procedures were
ineffective.





(b)            Changes in internal
controls.





There
have not been any changes in the Company’s internal control over financial
reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the
Exchange Act) during the quarter ended March 31, 2009 that have materially
affected, or are reasonably likely to materially affect, the Company’s internal
control over financial reporting.












10




PART II - OTHER INFORMATION





Item 1. Legal Proceedings





None





Item 2. Changes in Securities.





None





Item 3. Defaults Upon Senior Securities.





None





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





None





Item 5. Other Information.





None





Item 6.  Exhibits and Reports on Form 8-K





(a)           Exhibits





31.1 Certification pursuant to Section
302 of Sarbanes Oxley Act of  2002





32.1 Certification pursuant to Section
906 of Sarbanes Oxley Act of 2002





(b)
            Reports
      on Form 8-K





No reports on Form 8-K were filed
during the quarter ended March 31, 2009.














11


SIGNATURES





In
accordance with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.








EXCLUSIVE
APPAREL, INC.








Date: May
11, 2009





/s/ Sharon M.
Lynch


Sharon M.
Lynch


President,
Secretary and Director







































12