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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended October 31, 2010

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

For the transition period from [   ] to [   ]

Commission file number 000-52452

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

Nevada	98-0513727
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
2250 East Hastings Street, Vancouver, BC	V5L 1V4
(Address of principal executive offices)	(Zip Code)
Registrant's telephone number, including area code:	(604) 973 0283

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Name of Each Exchange On Which Registered
N/A	N/A

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $.001 par value
(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 the Securities Act.
Yes [   ]     No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act
Yes [   ]     No [X]

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Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the last 90 days.
Yes [X]     No [   ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-K (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes [   ]     No [   ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [   ]

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

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

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

The aggregate market value of Common Stock held by non-affiliates of the Registrant on April 30, 2010 was $4,678,135 based on a $0.045 closing price for the Common Stock on April 30, 2010. For purposes of this computation, all executive officers and directors have been deemed to be affiliates. Such determination should not be deemed to be an admission that such executive officers and directors are, in fact, affiliates of the Registrant.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date.

122,958,557 as of February 14, 2011

DOCUMENTS INCORPORATED BY REFERENCE

None.

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TABLE OF CONTENTS

Item 1.	Business	4
Item 1A.	Risk Factors	8
Item 1B.	Unresolved Staff Comments	12
Item 2.	Properties	12
Item 3.	Legal Proceedings	13
Item 4.	[Removed and Reserved]	13
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	13
Item 6.	Selected Financial Data	14
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	19
Item 8.	Financial Statements and Supplementary Data	19
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	25
Item 9A.	Controls and Procedures	25
Item 9B.	Other Information	26
Item 10.	Directors, Executive Officers and Corporate Governance	26
Item 11.	Executive Compensation	30
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	32
Item 13.	Certain Relationships and Related Transactions, and Director Independence	33
Item 14.	Principal Accounting Fees and Services	33
Item 15.	Exhibits, Financial Statement Schedules	34

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PART I

Item 1.      Business

This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors", that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

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

As used in this annual report, the terms "we", "us" and "our company" mean Dussault Apparel Inc., unless the context clearly requires or states otherwise.

Corporate Overview

The address of our principal executive office is 2250 East Hastings Street, Vancouver, BC V5L 1V4. Our telephone number is – (604) 973 0283.

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

Corporate History

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

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

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

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

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

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

On October 31, 2009, our company entered into a merchandising license agreement with USPA Accessories, LLC, wherein, our company agreed to provide design services under a merchandising license agreement in consideration for royalty payments of 10% of the gross income from the sales derived under a merchandising license agreement.

On November 10, 2009, our company entered into a distribution agreement with EHM Holdings for a term of two years, wherein, EHM Holdings holds distribution rights to Deuce Custom Ink brand throughout Canada.

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

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

Our Current Business

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

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

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

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

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

Distribution Methods Of Our Products

Our products are sold in Canada through retail stores, upscale retailers, boutiques and specialty stores and our company’s website

At present, our products are available in approximately 100 retail locations primarily across Western Canada, through approximately 40 different retailers. Given that such retailers only carry on an order by order basis, we can provide no assurances that such retailers will continue to purchase and carry our products on any ongoing basis. Our products are also available online through our company’s website.

As we are in the development stage of our business, our vision is to redefine the premium apparel experience and fulfill the lofty desires of fashion-conscious customers worldwide. Our target market is broad as our brand appeals to customers anywhere between the ages of 15-50. The younger clientele appreciate the forward fashion, and trend setting edginess while our customers in their 30’s and 40’s love the quality and throwback style of the old rock generations.

Marketing

Our main focus of marketing our company is the reality television show "Dussault Inc.", produced by Paperny Films. Filming for Season One of the show has been completed and aired in Canada on the Biography Channel. The show is expected to air on Citytv in early summer 2011. The show follows the daily life of designer Jason Dussault and the staff of Dussault Apparel. Paperny films has announced the second season will begin filming in Los Angeles in the spring of 2011.

Our other method of marketing is viral. From short films to animations and music videos and collaborations with manufacturers of products that tie in with the premium apparel experience demographic our company is targeting. We are constantly developing and airing branded videos on YouTube.com, Facebook.com and communicated through twitter and blogs. The viral marketing method allows us to cost-effectively reach a wider market on an ongoing basis.

Our products have been featured on several television shows such as Gene Simmons’ Family Jewels and Criss Angels Mind Freak. Family Jewels has dedicated entire episodes to our brand, covering events and parties that we have hosted with some of Los Angeles hottest celebrities. Gene Simmons has also promoted us through wearing our product while appearing on the television show Are You Smarter Than A Fifth Grader, as well as numerous other television appearances.

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We also utilize street teams of Dussault followers to promote our line in the night life club scene. Our hoodies are being consistently promoted through fashion shows, concerts, and industry parties. The cost incurred for this type of marketing is through merchandise and marketing materials give aways.

Competition

We face intense competition in the apparel industry from other established companies. A number of our competitors may have significantly greater financial, technological, manufacturing, sales, marketing and distribution resources than we do. Their greater capabilities in these areas may enable them to better withstand periodic downturns in the apparel industry, compete more effectively on the basis of price and production and more quickly develop new products. In addition, there are low barriers of entry into this industry and new companies may enter the markets in which we compete, further increasing competition in the industry. We believe that our ability to compete successfully depends on a number of factors, including the style and quality of our products and the strength of our brand name, as well as many factors beyond our control. We may not be able to compete successfully in the future, and increased competition may result in price reductions, reduced profit margins, loss of market share and an inability to generate cash flows that are sufficient to maintain or expand our development and marketing of new products, which would adversely impact the trading price of our common stock.

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 October 31, 2011.

Corporate Offices

Our principal office is located at 2250 East Hastings Street, Vancouver, BC V5L 1V4. We sublease space at this location from Dayton Boot Co. Ltd. for $4,000 per month, on a month to month basis. We believe that this space is sufficient to meet our present needs and do not anticipate any difficulty in securing alternative or additional space, as needed, on terms acceptable to us.

Employees

Currently, our only employees are our directors and officers, who include Jason Dussault, our president, chief executive officer, secretary, treasurer and sole director, Robert Mintak, our chief operating officer and chief financial officer and Jason Sundar, our VP corporate finance. No cash salaries are paid to any of the officers or directors at present.

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We do not expect to hire new employees over the next 12 month period.

Intellectual Property

We own and operate the following registered internet domain names:

• www.dussaultapparel.com;

• www.dussualtink.com; and

• www.deuceink.com

• www.dussaultjeans.com,

We own and operate the following trademark:

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

REPORTS TO SECURITY HOLDERS

We are required to file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission and our filings are available to the public over the internet at the Securities and Exchange Commission’s website at http://www.sec.gov. The public may read and copy any materials filed by us with the Securities and Exchange Commission at the Securities and Exchange Commission’s Public Reference Room at 100 F Street N.E. Washington D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the Securities and Exchange Commission at 1-800-732-0330. The SEC also maintains an Internet site that contains reports, proxy and formation statements, and other information regarding issuers that file electronically with the SEC, at http://www.sec.gov.

Item 1A.  Risk Factors

RISKS RELATED TO OUR BUSINESS

We have had minimal cash flows from operations and if we are not able to obtain further financing we may be forced to scale back or cease operations or our business operations may fail.

To date we have had minimal cash flows from operations and we have been dependent on sales of our equity securities to meet our cash requirements. As of October 31, 2010, we had working capital surplus of $62,425. We do not expect positive material cash flow from operations in the near term. We have estimated that we may require up to $75,000 to carry out our plan in regards to retail fashion during the twelve month period ended October 31, 2011. However, there is no assurance that actual cash requirements will not exceed our estimates.

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

We have limited marketing efforts. We depend substantially upon third parties for several critical elements of our business including, among other things, sales and distribution activities. There can be no assurance that we or these third parties will be able to establish or maintain adequate sales and distribution capabilities, that we will be able to enter into agreements or relationships with third parties in additional territories on financially acceptable terms or that any third parties with whom we enter into such arrangements will be successful in selling or distributing our products.

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If they are not, our business could be negatively impacted. Also, if we are unable to maintain our relationships with these sales agents and distributors or if these sales agents and distributors begin selling our competitors products, then our ability to generate revenues through the sale of our products could be negatively impacted.

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

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

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

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

Our revenues are influenced by general economic cycles, diminished consumer spending may have an adverse effect on our business and financial condition.

Apparel is a cyclical industry that is dependent upon the overall level of consumer spending. Our wholesale customers anticipate and respond to adverse changes in economic conditions and uncertainty by reducing inventories and canceling orders. As a result, factors that diminish consumer spending and confidence in any of the regions in which we compete, particularly deterioration in general economic conditions, increases in energy costs or interest rates, housing market downturns, and other factors such as acts of war, acts of nature or terrorist or political events that impact consumer confidence, could reduce our sales and adversely affect our business and financial condition. For example, the price of oil has risen in the recent past. A continued or sustained rise in oil prices could adversely affect consumer spending and demand for our products and also increase our operating costs, both of which could adversely affect our business and financial condition.

Intense competition in the worldwide apparel industry could reduce our sales and prices and adversely affect our business and financial condition.

We face a variety of competitive challenges from streetwear and casual apparel marketers, fashion-oriented apparel marketers, vertically integrated specialty stores and retailers of private-label products. Some of these competitors have greater financial and marketing resources than we do and may be able to adapt to changes in consumer preferences or retail requirements more quickly, devote greater resources to the building and sustaining of their brand equity and the marketing and sale of their products or adopt more aggressive pricing policies than we can. As a result, we may not be able to compete as effectively with them and may not be able to maintain or grow the equity of and demand for our brand. Increased competition in the worldwide apparel industry — including from international expansion of vertically integrated specialty stores, from department stores, chain stores and mass 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.

We rely on contract manufacturing of our products. Our inability to secure production sources meeting our quality, cost, working conditions and other requirements, or failures by our contractors to perform, could harm our sales, service levels and reputation.

We source our products from independent manufacturers who purchase fabric and other raw materials. As a result, we must locate and secure production capacity. We depend on independent manufacturers to maintain adequate financial resources, secure a sufficient supply of raw materials, and maintain sufficient development and manufacturing capacity in an environment characterized by continuing cost pressure and demands for product innovation and speed-to-market. In addition, we do not have material long-term contracts with any of our independent manufacturers, and these manufacturers generally may unilaterally terminate their relationship with us at any time.

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Our dependence on contract manufacturing could subject us to difficulty in obtaining timely delivery of products of acceptable quality. A manufacturer's failure to ship products to us in a timely manner or to meet our quality standards could cause us to miss the delivery date requirements of our wholesale customers. In addition, any interference with our ability to receive shipments from those manufacturers, such as conditions at ports or issues that otherwise affect transportation and warehousing providers, could cause delayed delivery of product. Additionally, if we experience a significant increase in demand, or if we need to replace any of the manufacturers that we currently use, we may have to expand our third party manufacturing capacity. We cannot assure you that this capacity will be available to us, or available on terms that are acceptable to us. Failing to make timely deliveries may cause our customers to cancel orders, refuse to accept deliveries, impose non-compliance charges through invoice deductions or other charge-backs, demand reduced prices or reduce future orders, any of which could harm our sales and margins.

Our success depends on the continued protection of our trademark and other proprietary intellectual property rights.

Our trademark and other intellectual property rights are important to our success and competitive position, and the loss of or inability to enforce trademark and other proprietary intellectual property rights could harm our business. Despite any precautions we may take to protect our intellectual property, policing unauthorized use of our intellectual property is difficult, expensive and time consuming, and we may be unable to adequately protect our intellectual property or determine the extent of any unauthorized use, particularly in those foreign countries where the laws do not protect proprietary rights as fully as in Canada or the United States. Our efforts to establish and protect our trademark and other proprietary intellectual property rights may not be adequate to prevent imitation or counterfeiting of our products by others or to prevent others from seeking to block sales of our products for violating their trademarks and proprietary rights. Unauthorized copying of our products or unauthorized use of our trademarks or other proprietary rights may not only erode sales of our products but may also cause significant damage to our brand names and our ability to effectively represent ourselves to our customers. Also, we cannot assure you that others will not assert rights in, or ownership of, our trademarks and other proprietary rights, that our proprietary rights would be upheld if challenged or that we would, in that event, not be prevented from using our trademarks, any of which could have a material adverse effect on our financial condition and results of operations. Further, we could incur substantial costs in legal actions relating to our use of intellectual property or the use of our intellectual property by others. Even if we are successful in these actions, the costs we incur could have a material adverse effect on us.

The loss of our Chief Executive Officer or other key management personnel would have an adverse impact on our future development and could impair our ability to succeed.

Our performance is substantially dependent upon the expertise of our Chief Executive Officer, Jason Dussault, and other key management personnel. Mr. Dussault spends all of his working time on our business. It may be difficult to find qualified individuals to replace Mr. Dussault or other key management personnel if we were to lose any one or more of them. The loss of Mr. Dussault or any of our key management personnel could have a material adverse effect on our business, development, financial condition, and operating results. We do not maintain "key man" insurance with respect to Mr. Dussault or any of our other key management personnel, and any of them may leave us at any time, which could severely disrupt our business and future operating results.

Our licensees may not comply with our product quality, manufacturing standards, marketing and other requirements.

We license our trademarks to third parties for manufacturing, marketing and distribution of various products. While we enter into agreements with our licensees covering product design, product quality, sourcing, manufacturing, marketing and other requirements, our licensees may not comply fully with those agreements. Non-compliance could include marketing products under our brand names that do not meet our quality and other requirements or engaging in manufacturing practices that do not meet our standards. These activities could harm our brand equity, our reputation and our business.

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Violation of labor laws and practices by our licensees or suppliers could harm our business.

We require our licensing partners and suppliers to operate in compliance with applicable laws and regulations. While our code of conduct promotes ethical business practices, we do not control our licensees or suppliers or their labor practices. The violation of labor or other laws by any of our licensees or suppliers, or divergence of a licensee's or supplier's labor practices from those generally accepted as ethical in Canada or the United States, could interrupt or otherwise disrupt the shipment of our products, harm the value of our trademarks, damage our reputation or expose us to potential liability for their wrongdoings.

Our quarterly sales and operating results fluctuate as a result of a variety of factors, including seasonal fluctuations in demand for premium apparel and related categories, and accessories, delivery date delays, recognition of stock-based compensation and potential fluctuations in our annualized tax rate, which may result in volatility of our stock price.

Our quarterly sales and operating results have varied significantly in the past and can be expected to fluctuate in the future due to a number of factors, many of which are beyond our control. For example, sales of our products have historically been somewhat seasonal in nature with the largest sales generally occurring in the second half of the year. Delays in scheduling or pickup of products by our licensing partners wholesale customers could negatively impact our revenues and results of operations for any given quarter. As a result of these specific and other general factors, our operating results will likely vary from quarter to quarter and the results for any particular quarter may not be necessarily indicative of results for the full year. Any shortfall in sales or net income from levels expected by securities analysts and investors could cause a decrease in the trading price of our common stock.

RISKS RELATED TO OUR COMMON STOCK

Our common stock may be affected by limited trading volume and may fluctuate significantly. Substantial fluctuations in our stock price could significantly reduce the price of our stock.

There has been a limited public market for our common stock and there can be no assurance an active trading market for our common stock will develop. This could adversely affect our shareholders’ ability to sell our common stock in short time periods or possibly at all. Our common stock has experienced and is likely to experience significant price and volume fluctuations that could adversely affect the market price of our common stock without regard to our operating performance. Our stock price could fluctuate significantly in the future based upon any number of factors such as: general stock market trends; announcements of developments related to our business; fluctuations in our operating results; announcements of technological innovations, new products or enhancements by us or our competitors; general conditions in the markets we serve; general conditions in the U.S. or world economy; developments in patents or other intellectual property rights; the performance of our eligible portfolio companies; and developments in our relationships with our customers and suppliers. Substantial fluctuations in our stock price could significantly reduce the price of our stock.

Our common stock is traded on the "Over-the-Counter Bulletin Board," which may make it more difficult for investors to resell their shares due to suitability requirements.

Our common stock is currently traded on the Over the Counter Bulletin Board (OTCBB) where we expect it to remain in the foreseeable future. Broker-dealers often decline to trade in OTCBB stocks given the market for such securities are often limited, the stocks are more volatile, and the risk to investors is greater. These factors may reduce the potential market for our common stock by reducing the number of potential investors. This may make it more difficult for investors in our common stock to sell shares to third parties or to otherwise dispose of their shares. This could cause our stock price to decline.

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Our stock is a penny stock. Trading of our stock may be restricted by the Securities and Exchange Commission’s penny stock regulations and the Financial Industry Regulatory Authority’s sales practice requirements, which may limit a stockholder's ability to buy and sell our stock.

Our stock is a penny stock. The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors". The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse.

The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the Securities and Exchange Commission which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

In addition to the "penny stock" rules promulgated by the Securities and Exchange Commission, the Financial Industry Regulatory Authority has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, the Financial Industry Regulatory Authority believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The Financial Industry Regulatory Authority requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock.

Trends, Risks and Uncertainties

We have sought to identify what we believe to be the most significant risks to our business, but we cannot predict whether, or to what extent, any of such risks may be realized nor can we guarantee that we have identified all possible risks that might arise. Investors should carefully consider all of such risk factors before making an investment decision with respect to our common shares.

Item 1B.  Unresolved Staff Comments

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

Item 2.     Properties

Our principal office is located at 2250 East Hastings Street, Vancouver, BC V5L 1V4. We sublease at a cost of $4,000 per month from Dayton Boot Co. Ent. Ltd., which is deducted from the loan due to us from Dayton. We believe that this space is sufficient to meet our present needs and do not anticipate any difficulty in securing alternative or additional space, as needed, on terms acceptable to us.

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Item 3.      Legal Proceedings

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

Item 4.      [Removed and Reserved]

PART II

Item 5.      Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our shares of common stock are currently trading on the OTC Bulletin Board under the Symbol "DUSS.OB". Our shares of common stock were initially approved for quotation on the OTC Bulletin Board on March 14, 2007 under the symbol, "RLYL". On June 11, 2007, we changed our name to "Dussault Apparel Inc." upon completion of our merger with our wholly owned subsidiary, "Dussault Apparel Inc." and our trading symbol was changed to our current trading symbol, "DUSS.OB".

The following table reflects the high and low bid information for our common stock obtained from Stockwatch and reflects inter-dealer prices, without retail mark-up, markdown or commission, and may not necessarily represent actual transactions.

The high and low bid prices of our common stock for the periods indicated below are as follows:

As of January 13, 2011, there were 42 holders of record of our common stock and 122,958,557 common shares were issued and outstanding.

Our common shares are issued in registered form. The registrar and transfer agent for our shares of common stock Island Stock Transfer, 100 Second Avenue South, Suite 104N, St. Petersburg, FL 33701, Telephone: (727) 289-0010, Facsimile: (727) 289-0069.

Dividend Policy

We have not paid any cash dividends on our common stock and have no present intention of paying any dividends on the shares of our common stock. Our current policy is to retain earnings, if any, for use in our operations and in the development of our business. Our future dividend policy will be determined from time to time by our board of directors.

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Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

No previously undisclosed sales of unregistered securities.

Equity Compensation Plan Information

Except as disclosed below, we do not have a stock option plan in favor of any director, officer, consultant or employee of our company.

Purchase of Equity Securities by the Issuer and Affiliated Purchasers

We did not purchase any of our shares of common stock or other securities during our fourth quarter of our fiscal year ended October 31, 2010.

Item 6.      Selected Financial Data

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

Item 7.      Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our audited financial statements and the related notes for the years ended October 31, 2010 and October 31, 2009 that appear elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this annual report, particularly in the section entitled "Risk Factors" beginning on page 8 of this annual report.

Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

Cash Requirements

Over the next twelve months we intend to use any funds that we may have available to fund our operations.

Not accounting for our working capital surplus of $62,425 as of October 31, 2010, we require additional funds of approximately $75,000 at a minimum to proceed with our plan of operation over the next twelve months. As we do not have the funds necessary to cover our projected operating expenses for the next twelve month period, we will be required to raise additional funds through the issuance of equity securities, through loans or through debt financing. There can be no assurance that we will be successful in raising the required capital or that actual cash requirements will not exceed our estimates. We intend to fulfill any additional cash requirement through the sale of our equity securities.

Our auditors have issued a going concern opinion for our year ended October 31, 2010. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. As we had cash in the amount of $30,833 and a working capital surplus in the amount of $62,425 as of October 31, 2010, we do not have sufficient working capital to enable us to carry out our stated plan of operation for the next twelve months. We plan to complete debt financings and/or private placement sales of our common stock in order to raise the funds necessary to pursue our plan of operation and to fund our working capital deficit in order to enable us to pay our accounts payable and accrued liabilities. We currently do not have any arrangements in place for the completion of any debt financings or private placement financings and there is no assurance that we will be successful in completing any debt financing or private placement financing.

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Purchase of Significant Equipment

We do not intend to purchase any significant equipment over the twelve months ending October 31, 2011.

Research and Development

We do not intend to allocate any funds to research and development over the twelve months ending October 31, 2011.

Results of Operations for the Years Ended October 31, 2010 and 2009

The following summary of our results of operations should be read in conjunction with our audited financial statements for the years ended October 31, 2010 and 2009.

Our operating results for the years ended October 31, 2010 and 2009 are summarized as follows:

Sales

Our sales for the year ended October 31, 2010 were $216,815, compared to our sales for the year ended October 31, 2009, which were $610,923, representing approximately a 64% decrease. This decrease in sales is primarily due to our shift from being a manufacturer-wholesaler of our Dussault Apparel Collection of luxury hoodies and apparel lines and moving towards a licensing model. Due to this transition in the business model we missed the fall and winter selling cycle, traditionally the largest sales season. We are now working on the industry seasonal selling cycle.

We expect our revenue to grow as we are now on the industry selling cycle and have established relationships with our licensing partners and have collections ready for the upcoming seasons and we further establish our presence within premium retail channels.

During the year ended October 31, 2010 our company did not recognize an inventory markdown (as compared to a markdown of $35,640 for the year ended October 30, 2009 and a markdown of $1,791,526 during the year ended October 31, 2008). The underlying reasons for the markdown during the year ended October 31, 2008 were as follows: the inventory arrived in the summer of 2007. The inventory constituted the Winter Collection for 2007-2008. Our company was unsuccessful in generating large enough sales to turn the inventory during the season. Fashion companies must always be presenting new products to clients, when an item does not sell it is marked down to sell, unfortunately the general economic situation was rapidly deteriorating in the summer /fall of 2008 with retailers and manufacturers liquidating stock, closing outlets and cutting back on purchases. These circumstances made it difficult to sell the inventory to the traditional apparel clearance channels. Additionally sales at the Dussault Store in Los Angeles were virtually non- existent. Our company made the decision to protect its cash on hand and close the Dussault Store in Los Angeles. With no staff remaining in Los Angeles to oversee and manage warehoused inventory and not enough capital to transport and store the inventory in Canada we sold the inventory at the best price and terms we could get at the time. The markdown value was based upon the sale price negotiated with the buyer of the inventory.

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Cost of Sales

Our cost of sales for the year ended October 31, 2010 was $185,361 (85% of product sales), compared to our cost of sales for the year ended October 31, 2009, which was $159,178 (26% of product sales). The decrease in our cost of sales is mainly due to decreased sales and the transition from manufacturer to licensor. We expect that our cost of sales will decrease over the next twelve months, mainly due to our focus primarily on licensing projects and that sampling and literature support is in place related to these sales.

Future cost of sales may be impacted by the inclusion of new brands which may have product cost structures and margins different from those of our existing product lines, the effects of inflation and changing prices from our suppliers and fluctuations in foreign currency rates as certain costs are incurred in foreign currencies.

Inventory Markdown

Inventory was marked down during the fiscal years as follows:

During our October 31, 2008 year end, we recognized a markdown of 1,791,526. The markdown was occasioned by the planned closure of our company’s retail outlet on Melrose Drive in Los Angeles, which occurred November 2008. The loss of our company’s retail outlet left our company no alternative but to sell the majority of inventory to discounters below cost. The markdown was calculated as the difference between recorded cost and the amount realized in the discounted sale, the amount realized being $181,847.50. No estimates were involved.

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

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

Operating Expenses

For the year ended October 31, 2010, our total operating expenses were $1,078,643 as compared to $580,680 for the year ended October 31, 2009. The increase in our total operating costs is mainly due to an increase in wages, consulting fees, intellectual property acquisition and bad debts.

We expect to continue to increase our business activities and we expect our total operating expenses, excluding stock-based compensation, to continue to remain stable or decrease over the coming twelve months. We expect any future increases in our total operating expenses to decrease as a percentage of total revenue.

Liquidity and Financial Condition

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We had cash in the amount of $30,833 as of October 31, 2010 as compared to $52,991 as of October 31, 2009. We had a working capital surplus of $62,425 as of October 31, 2010 compared to working capital surplus of $33,840 as of October 31, 2009.

We have suffered recurring losses from operations. The continuation of our company is dependent upon our company attaining and maintaining profitable operations and raising additional capital as needed. In this regard we have raised additional capital through equity offerings and loan transactions. During the year ended October 31, 2010, we raised $75,000 from the sale of our common stock.

Future Financings

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

Our capital requirements are difficult to plan in light of our current strategy to limit our operations and our products. Since our inception, we have been dependent on investment capital as an important source of liquidity. Our operations presently are generating negative cash flow, and we do not expect positive cash flow from operations in the near term. We need to secure additional working capital in the short-term in order to sustain our operations and execute our business plan. We have incurred operating losses since inception, and this is likely to continue into the year ended October 31, 2011.

There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis should it be required, or generate significant material revenues from operations, we will not be able to meet our other obligations as they become due and we will be forced to scale down or perhaps even cease our operations.

Contractual Obligations

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

Going Concern

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

Off-Balance Sheet Arrangements

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

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Critical Accounting Policies

Use of Estimates

The preparation of financial statements in accordance with generally accepted accounting principles in the United States of America requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and the reported amounts of revenues and expenses during the reporting period. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of 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.

Inventory

Inventory was moved to the Vancouver office after the retail outlet in Los Angeles was closed in November, 2008. Inventories are stated at the lower of cost or market value. Market value represents net realizable value. Inventory is priced according to the FIFO “first in first out” method, and counted periodically. Current inventory at October 31, 2010 is $41,548.

Loss Per Share

Net loss per share is calculated in accordance with FASB ASC 260, Earnings Per Share, for the periods presented. Basic net loss per share is based upon the weighted average number of common shares outstanding. Diluted net loss per share is based on the assumption that all dilutive convertible shares and stock options were converted or exercised. Our company has potentially dilutive securities in a convertible loan payable, however the conversion would be anti-dilutive and is not considered in the calculation.

The following is a reconciliation of the numerators and denominators of the basic and diluted earnings per share computations for the years ended October 31, 2010 and 2009:

Recent Accounting Pronouncements

In May, 2009, the FASB issued FASB issued ASC 855 (SFAS No. 165), Subsequent Events, which established general accounting standards and disclosure for subsequent events. In accordance with SFAS No. 165, our company has evaluated subsequent events through the date the financial statements were filed.

In June, 2009, the FASB issued their final SFAS, No. 168, “FASB Accounting Standards Codification”, (“ASC”), and the Hierarchy of Generally Accepted Accounting Principles”. This was reflected in the codification as FASB ASC 105, Generally Accepted Accounting Principles. “ASC” is the single source of authoritative US generally accepted accounting principles recognized by the FASB to be applied to nongovernmental entities. It is effective for financial statements issued for interim and annual periods ending after September 15, 2009. The adoption of ASC 105 will not have an impact on our company’s financial position, results of operations or cash flows.

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Item 7A.   Quantitative and Qualitative Disclosures About Market Risk

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

Item 8.      Financial Statements and Supplementary Data

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To: The Board of Directors and Shareholders
Dussault Apparel Inc.
Vancouver, B.C., Canada

I have audited the accompanying balance sheet of Dussault Apparel Inc. as of October 31, 2010 and 2009 and the related statements of operations, of shareholders’ equity (deficit) and of cash flows for the years ended October 31, 2010 and 2009 These financial statements are the responsibility of the Company’s management. My responsibility is to express an opinion on these financial statements based on my audit.

I conducted my audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion.

In my opinion, based on my audit, the financial statements referred to above present fairly, in all material respects, the financial position of Dussault Apparel Inc. as of October 31, 2010 and 2009 and the results of its operations and its cash flows for the years ended October 31, 2010 and 2009 in conformity with United States generally accepted accounting principles.

The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company as at October 31, 2010 had not established an ongoing source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern. These factors raise substantial doubt concerning the Company’s ability to continue as a going concern. Its ability to continue as a going concern is dependent on the successful stimulation of sales in 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 operation. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern

The Company has determined that it is not required to have, nor was I engaged to perform, an audit of the effectiveness of its documented internal controls over financial reporting.

/s/

John Kinross-Kennedy
Certified Public Accountant
Irvine, California
February 12, 2011

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DUSSAULT APPAREL INC.

Balance Sheet as at October 31, 2010 and 2009

		2010			2009
					(Restated)
ASSETS					Note 3
Current Assets
Cash	$	30,833		$	52,991
Accounts Receivable		4,016			52,477
Allowance for Doubtful Accounts		-			(11,204	)
Inventory		41,548			46,114
Total Current Assets		76,397			140,378
Notes Receivable		112,127			238,565
Property and Equipment, net		6,552			11,425
Other Assets
Trade Mark		183,859			-
Deposits		1,933			41,934
Total Assets	$	380,868		$	432,302
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable and accrued liabilities	$	13,972		$	100,551
Customer Deposits		-			5,986
Total Current Liabilities		13,972			106,537
Other Liabilities
Loan Payable		88,000			-
Total Liabilities		101,972			106,537
Stockholders' Equity
Common Stock, $0.001 par value; authorized                        200,000,000 shares; issued and outstanding                        111,990,000 shares as at October 31, 2010                        67,212,000 shares as at October 31, 2009		111,990			67,212
Additional Paid-In Capital		11,845,352			10,065,348
Accumulated deficit during the development stage		(10,656,773	)		(9,764,841	)
Deficit		(1,028,400	)		-
Accumulated other comprehensive income (loss)		6,727			(41,954	)
Total Stockholders' Equity		278,896			325,765
Total Liabilities and Stockholders' Equity	$	380,868		$	432,302

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DUSSAULT APPAREL INC.

Statement of Operations

For the year ended and three months ended October 31, 2010

		For the three months ended						For the year ended
		October 31,						October 31,
		2010			2009			2010			2009
											(Restated)
											Note 3
Revenue	$	27,629		$	82,861		$	216,815		$	610,923
Cost of Sales		6,813			27,288			185,361			159,178
Operating Income		20,816			55,573			31,454			451,745
General and Administrative Expenses:
Salaries & Wages		216,978			41,404			350,732			71,404
Professional Fees		19,019			38,395			50,729			148,384
Consulting		503,982			69,250			369,161			69,250
Occupancy Costs		13,522			4,467			50,017			31,054
Advertising		11,286			-			12,512			47,127
Design		3,831			(702	)		23,427			4,340
Depreciation		4,873			4,866			5,887			4,866
Inventory markdown		-			35,640			-			35,640
Bad Debts		109,735			-			109,735			-
Other Administrative Exp.		29,800			72,428			106,443			168,615
Total Expenses		913,026			265,748			1,078,643			580,680
Operating Income (Loss)		(892,210	)		(210,175	)		(1,047,189	)		(128,935	)
Other Income
Royalties		5,040			-			18,663			-
Interest Income		51			-			126			-
Reclassification of Vancouver expenses				$	(111,492	)		-			(445,966	)
		5,091			(111,492	)		18,789			(445,966	)
Net Income (Loss)		(887,119	)		(321,667	)		(1,028,400	)		(574,901	)
Currency translation adjustment		41,476			(7,589	)		48,681			(20,760	)
Comprehensive income (loss)	$	(845,643	)	$	(329,256	)	$	(979,719	)	$	(595,661	)
Loss Per Common Share:
Basic and diluted		($0.01	)		($0.00	)		($0.01	)		($0.01	)
Weighted average shares       outstanding, basic and diluted		111,555,217			67,212,000			81,992,186			65,101,863

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DUSSAULT APPAREL INC.

Statement of Stockholders' Equity

For the period from August 1, 2006 to October 31, 2010

											Accumulated			Accumulated
											Other			Deficit						Total
		Common Stock						Additional			Compre-			during the						Shareholders'
		Number of						Paid-In			hensive			Development						Equity
		Shares			Amount			Capital			Income			Stage			Deficit			(Deficit)
Inception: August 1, 2006		-		$	-		$	-		$	-		$	-		$	-		$	-
Aug. 31, 2006: issued stock for cash at $0.02 per share		1,500,000			1,500			13,500												15,000
Oct31, 2006: issued stock for cash at $0.02 per share		1,550,000			1,550			29,450												31,000
Net loss for period January 12 - October 31, 2006														(2,154	)					(2,154	)
Balances at October 31, 2006		3,050,000		$	3,050		$	42,950		$	-		$	(2,154	)	$	-		$	43,846
Nov. 8, 2006: issued stock for cash at $0.02 per share		450,000			450			8,550												9,000
Balances before 14 for 1 forward common stock split		3,500,000			3,500			51,500						(2,154	)					52,846
Jun 11, 2007: 14 for 1 forward common stock split		45,500,000			45,500			(45,500	)											-
Balances after 14 for 1 forward common stock split		49,000,000		$	49,000		$	6,000		$	-		$	(2,154	)	$	-		$	52,846
Aug31, 2007 issued stock for services at $1.00 per sh.		5,272,000			5,272			5,266,728												5,272,000
Aug. 31, 2007 issued stock for cash at $1.00 per share		2,215,000			2,215			2,212,785												2,215,000
Net loss for year ended October 31, 2007														(5,921,650	)					(5,921,650	)
Balances at October 31, 2007		56,487,000		$	56,487		$	7,485,513		$	-		$	(5,923,804	)	$	-		$	1,618,196
Nov. 23, 2007: stock returned to Treasury		(13,000,000	)		(13,000	)		13,000												-
April 30, 2008 contribution of Vancouver office assets								667,242												667,242
Apr. 28, 2008 issued stock for cash at $1.00 per share		1,275,000			1,275			1,273,725												1,275,000
Oct. 7, 2008 issued stock for cash at $1.20 per share		6,925,000			6,925			1,378,075												1,385,000
Net loss for the year ended October 31, 2008											(21,194	)		(4,158,068	)					(4,179,262	)
Balances at October 31, 2008		51,687,000		$	51,687		$	10,817,555		$	(21,194	)	$	(10,081,872	)	$	-		$	766,176
Overcontribution of Vancouver assets								(445,966	)											(445,966	)
Oct. 14, 2008 stock surrendered to Treasury and cancelled		(1,500,000	)		(1,500	)		1,500												-
Nov. 13, 2008 issued stock for cash at $0.01 per share		8,600,000			8,600			77,400		$	(8,493	)								77,507
Nov. 14, 2008 stock surrendered to Treasury and cancelled		(500,000	)		(500	)		500												-
Nov. 24, 2008 issued stock for services at $0.01 per share		425,000			425			3,825												4,250
Nov. 26, 2008 issued stock for services at $0.01 per share		600,000			600			5,400												6,000
Feb. 2, 2009 issued stock for services at $0.01 per sh.		2,900,000			2,900			26,100												29,000
Feb 28, 2009 issued stock for services at $0.006 per sh.		5,000,000			5,000			25,000												30,000
Net loss for the year ended October 31, 2010											(12,267	)		(128,935	)					(141,202	)
Balances at October 31, 2009		67,212,000		$	67,212		$	10,511,314		$	(41,954	)	$	(10,210,807	)	$	-		$	325,765
December 4, 2009 stock surrendered to Treasury		(1,972,000	)		(1,972	)		1,972												-
May 18, 2010 issued stock for cash at $0.005 per share		15,000,000			15,000			60,000												75,000
May 18, 2010 issued stock for compensation at $0.027 per share		13,000,000			13,000			338,000												351,000
May 18, 2010 issued stock for services at $0.027 per share		12,750,000			12,750			331,500												344,250
July 9, 2010 issued stock for trademark at $0.028 per share		5,000,000			5,000			135,000												140,000

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September 9, 2010 issued stock for services at $0.0226 per share		1,000,000			1,000			21,600												22,600
October 31, 2010: prior period adjustment (Note 3)								445,966						(445,966	)					-
Net loss for the year ended October 31, 2010											48,681						(1,028,400	)		(979,719	)
Balances at October 31, 2010		111,990,000		$	111,990		$	11,845,352		$	6,727		$	(10,656,773	)	$	(1,028,400	)	$	278,896

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DUSSAULT APPAREL INC.

Statement of Cash Flows

For the years ended October 31, 2010 and 2009

		For the year ended
		October 31,
		2010			2009
					(Restated)
Cash flows from operating activities:					Note 3
Net loss	$	(1,028,400	)	$	(574,901	)
Adjustments to reconcile net loss to         net cash used by operating activities:
Depreciation		4,873			5,690
Stock issued for services		366,850			69,250
Stock issued for compensation		351,000			-
Stock issued for patent		140,000			-
Inventory markdown		-			30,479
Writedown of note receivable		109,735			-
Contribution of capital assets		-			(445,966	)
Allowance for doubtful accounts		(11,204	)		11,204
Prior period adjustment to expenses (Note 3)		-			445,966
Change in operating assets and liabilities:
Accounts receivable		48,461			6,709
Accounts payable		(86,579	)		94,114
Inventory		4,566			105,254
Deposits		40,001			(18,083	)
Customer Deposits		(5,986	)		5,986
Net cash (used by) operating activities		(66,683	)		(264,298	)
Cash flows from investing activities:
Common stock issued for cash		75,000			86,000
Sale (Purchase) of equipment		-			34,401
Purchase of Trade Mark		(183,859	)		-
Net cash (used by) provided by investing activities		(108,859	)		120,401
Cash flows from financing activities:
Proceeds of loan receivable		16,703			54,434
Proceeds of loan		88,000			-
Net cash provided by financing activities		104,703			54,434
Effect of exchange rates on cash		48,681			(20,760	)
Net increase (decrease) in cash		(22,158	)		(110,223	)
Cash, beginning of the period		52,991			163,214
Cash, end of the period	$	30,833		$	52,991
Supplemental cash flow disclosure:
Interest paid		-			-
Taxes paid		-			-

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DUSSAULT APPAREL INC.
NOTES TO THE FINANCIAL STATEMENTS
October 31, 2010
(Stated in U.S. Dollars)

Note 1 – Basis of Presentation and Nature of Operations

These audited financial statements as of and for the year ended October 31, 2010 reflect all adjustments which, in the opinion of management, are necessary to fairly state the Company’s financial position and the results of its operations for the periods presented in accordance with the accounting principles generally accepted in the United States of America. All adjustments are of a normal recurring nature, with the exception of a prior period adjustment per Note 3.

Organization

The financial statements presented are those of Dussault Apparel Inc. (the Company). The Company was incorporated under the laws of the State of Nevada on August 1, 2006 as Release Your Lease Inc. Business operations had not commenced when in May, 2007, control of the company changed hands. Jason Dussault bought 1,500,000 common shares of the majority shareholder and assumed the offices of President, CEO, CFO, Secretary and Treasurer, and a Director.

On June 11, 2007 Release Your Lease Inc. effected a reverse forward merger with Dussault Apparel Inc, a Nevada shell company. The name was changed to Dussault Apparel, Inc. The Company changed its orientation toward the retail fashion clothing business. The Company opened a retail clothing and accessory store on Melrose Avenue in Los Angeles in November, 2007. Designs were produced in the Vancouver, Canada office, manufactured in China and warehoused in Los Angeles. The Company closed this store in November, 2008 in the wake of declining sales and deteriorating economic conditions.

Current Business of the Company

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

Note 2 – Summary of Significant Accounting Policies

Use of Estimates

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

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Fair value of financial instruments

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

	-	Level 1: Quoted prices in active markets for identical assets or liabilities.
	-	Level 2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.
	-	Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
	The carrying amounts of the Company’s financial instruments as of April 30, 2010, reflect

	-	Cash: Level One measurement based on bank reporting.
	-	Loans Receivable, Loans Payable: Level 2 based on promissory notes and terms.

Income taxes

The Company utilizes FASB ACS 740, “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 income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end 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. The income tax effect of temporary differences between financial and tax reporting gives rise to the deferred tax asset of the fiscal years ended October 31, 2010 and 2009 as follows:

		2010			2009
Deferred tax asset, beginning	$	1,560,435		$	1,512,637
Benefit (provision of current year’s operating loss carryforward (gain)	$	604,685		$	47,798
Deferred tax asset, ending	$	2,166,120		$	1,560,435

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Valuation allowance, beginning	$	(1,560,435	)	$	1,512,637
Current year’s loss carry forward (provision)	$	( 604,685	)	$	( 45,798	)
Valuation allowance, ending.	$	(2,166,120	)	$	( 1,560,435	)
Deferred tax asset, net	$	-		$	-
Tax at blended U.S./Canadian statutory rates		(35%	)		(35%	)
Loss carryover		35%			35%
Deferred Tax expense	$	-		$

Recent Accounting Pronouncements

In May, 2009, the FASB issued FASB issued ASC 855 (SFAS No. 165), Subsequent Events, which established general accounting standards and disclosure for subsequent events. In accordance with SFAS No. 165, the Company has evaluated subsequent events through the date the financial statements were filed.

In June, 2009, the FASB issued their final SFAS, No. 168, “FASB Accounting Standards Codification”, (“ASC”), and the Hierarchy of Generally Accepted Accounting Principles”. This was reflected in the codification as FASB ASC 105, Generally Accepted Accounting Principles. “ASC” is the single source of authoritative US generally accepted accounting principles recognized by the FASB to be applied to nongovernmental entities. It is effective for financial statements issued for interim and annual periods ending after September 15, 2009. The adoption of ASC 105 will not have an impact on the Company’s financial position, results of operations or cash flows.

Going Concern

The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company as at October 31, 2010 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 $1,0478,189 in the year ended October 31, 2010. Its ability to continue as a going concern is dependent on the successful stimulation of wholesale sales or in other areas in order to fund operating losses and become profitable. If the Company is unable to make it profitable, the Company could be forced to cease development of operations. Management cannot provide any assurances that the Company will be successful in its retail operation. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Development-Stage Company

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

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Inventory

Inventory was moved to the Vancouver office after the retail outlet in Los Angeles was closed in November, 2008. Inventories are stated at the lower of cost or market value. Market value represents net realizable value. Inventory is priced according to the FIFO “first in first out” method, and counted periodically. Current inventory at October 31, 2010 is $41,548.

Note Receivable

On April 16, 2008 the Company entered into a bridge loan agreement under a promissory note from Dayton Boot Co. Enterprises Ltd. of Vancouver, Canada for $300,000 in Canadian funds. The Company co-locates an office in the Dayton premises. The terms of the note were that the principal amount, plus 6% simple interest, would be due and payable when a merger transaction was concluded between the two parties, or December 31, 2008, the earlier. The note is accompanied by restrictions on Dayton Boot regarding the acquisition of stock or votes or control of the Company or selling its stock to the Company.

The anticipated merger did not take place. By mutual agreement interest is not enforced, and the note is being amortized by rent charged by Dayton for Company offices at Dayton premises. Management analyzed the note for impairment and decided to write down the note by approximately 50%, by $109,735 to $112,127, based upon the expected recovery of the note through rent charges.

Notes Payable

On April 1, 2010 the Company issued a promissory note to Perati Finance Corporation for $38,000. The note matures in five years and accrues interest at 8%. The loan is convertible to common stock at a conversion price of 58% of the market price.

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

Loss Per Share

Net loss per share is calculated in accordance with FASB ASC 260, Earnings Per Share, for the periods presented. Basic net loss per share is based upon the weighted average number of common shares outstanding. Diluted net loss per share is based on the assumption that all dilutive convertible shares and stock options were converted or exercised. The Company has potentially dilutive securities in a convertible loans payable, however the conversion would be anti-dilutive and is not considered in the calculation.

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The following is a reconciliation of the numerators and denominators of the basic and diluted earnings per share computations for the years ended October 31, 2010 and 2009:

Note 3 – Prior Period Adjustment

The Company corrected a prior year accounting error wherein an adjustment to the recorded value of Vancouver assets was posted to Contributed Capital. The $445,966 loss was corrected as an adjustment to 2009 Deficit during the Development Phase. The 2009 financial statements have been restated accordingly. There was no effect on the current fiscal year’s earnings.

Note 4 – Capital Structure

Common Stock Transactions during the period from August 1, 2006 through October 31, 2010:

On August 31, 2006, the company issued 1,500,000 shares of its common stock to a single investor at a price of $0.01 per share for a total of $15,000. This was the initial issue of stock.

On October 31, 2006 the Company issued a total of 1,550,000 shares of its common stock to 27 investors. The shares were sold at $0.02 for a total of $31,000.

As of October 31, 2005, the Company had authorized 75,000,000 of $0.001 par common stock, of which 3,050,000 shares were issued and outstanding.

On November 8, 2006, the Company issued a total of 450,000 shares of its common stock to 5 investors. The shares were sold at $0.02 realizing $9,000.

On June 11, 2007 a fourteen (14) for one (1) forward stock split was effected of authorized, issued and outstanding common stock. Authorized capital was increased from 75,000,000 shares to 1,050,000,000 shares. Issued and outstanding capital was increased from 3,060,000 to 42,840,000 shares. Par value of $0.001 per common share remained the same.

On August 31, 2007, the Company issued a total of 5,272,000 shares of common stock at a price of $1.00 per share for consultants’ fees valued at $5,272,000.

On August 31, 2007, the Company issued 2,215,000 shares of common stock for cash at a price of $1.00 per share, realizing $2,215,000 before fees.

On November 23, 2007 13,000,000 shares of common stock were returned to Treasury.

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On April 28, 2008 the Company issued 1,275,000 units of its securities, each unit consisting of one share of common stock and one common share purchase warrant, for cash at a price of $1.00 per unit, realizing $1,275,000. Each warrant entitles the holder to purchase one additional common share of the Company at a price of US $1.25 until 24 months from the closing of the transaction.

On October 7, 2008 the Company issued 6,925,000 units of its securities, each unit consisting of one share of common stock and a one half Series A and a one half series B common share purchase warrant, for cash at a price of $1.20 per unit, realizing $1,385,000. Each Series A warrant entitles the holder to purchase one additional common share of the Company at a price of US $0.30 until 24 months from the closing of the transaction. Each Series B warrant entitles the holder to purchase one additional common share of the Company at a price of US $0.60 until 24 months from the closing of the transaction. The Series B warrants are only exercisable following the exercise of all the Series A warrants held by such holder.

On October 14, 2008, 1,500,000 shares were returned to Treasury and cancelled.

On November 13, 2008 the Company issued 8,600,000 shares of common stock in a private placement for cash at a price of $0.01 per share, realizing $77,507.

On November 14, 2008, 500,000 shares were returned to Treasury and cancelled.

On November 24, 2008 the Company issued 425,000 shares of common stock at a price of $0.01 per share for consultants’ fees valued at $4,250.

On November 26, 2008 the Company issued 600,000 shares of common stock at a price of $0.01 per share for consultants’ fees valued at $6,000.

On February 2, 2009 the Company issued 2,900,000 shares of common stock at a price of $0.01 per share for consultants’ fees valued at $29,000.

On February 28, 2009 the Company issued 5,000,000 shares of common stock at a price of $0.006 per share for consultants’ fees valued at $30,000.

On December 4, 2009, 67,212,000 common shares were surrendered to treasury by a former president of the Company.

On May 18, 2010 15,000,000 shares of common stock were sold to seven individuals at a price of ½ cent per share, realizing $75,000.

On May 18, 2010 5,000,000 common shares were issued for consulting and 8,000,000 shares for compensation at a price of $0.027 per share. An expense of $351,000 was recorded.

On May 18, 2010 12,750,000 common shares were issued to seven persons for services at a price of $0.027 per share. An expense of $344,250 was recorded for consulting.

On July 9, 2010 5,000,000 shares were issued at a price of $0.028 in a transaction in which the Company received a trademark. A cost of $140,000 was recorded.

On September 9, 2010 the Company issued $1,000,000 common shares for services at a price of $0.0226 per share, recording consulting expense of $22,600.

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As of October 31, 2010 the Company had authorized 75,000,000 shares of $0.001 par value common stock, of which 111,990,000 shares were issued and outstanding.

Note 5 – Related Party Transactions

On May 18, 2010, three million shares were issued to the President of the Company, Jason Dussault, for consulting services related to marketing, promotion and apparel design, and eight million shares for compensation. The award offset his contribution of 13 million shares to the Company April 30, 2008.

Note 6 – Legal Proceedings

There were no legal proceedings against the Company with respect to matters arising in the ordinary course of business. Neither the Company nor any of its officers or directors is involved in any other litigation or is involved either as plaintiffs or defendants, and have no knowledge of any threatened or pending litigation against them or any of the officers or directors.

Note 7 – Subsequent Events

In October 2010 the Company issued 1,423,394 shares to 22 individuals concluding the terms of an asset acquisition agreement for the purchase of a trade mark related to a line of cosmetics. The initial payment in stock had been made July 9, 2010.

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Item 9.      Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

There were no disagreements with our accountants related to accounting principles or practices, financial statement disclosure, internal controls or auditing scope or procedure during the two fiscal years and subsequent interim periods.

Item 9A.   Controls and Procedures

Management’s Report on Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that the information disclosed in the reports we file with the Securities and Exchange Commission under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our president (our principal executive officer) and our chief financial officer (our principal financial and accounting officer), as appropriate, to allow timely decisions regarding required disclosure.

Management, including our president (our principal executive officer) and our chief financial officer (our principal financial and accounting officer), evaluated the effectiveness of our disclosure controls and procedures, as of October 31, 2010, in accordance with Rules 13a-15(b) and 15d-15(b) of the Securities and Exchange Act of 1934, as amended are effective to ensure the information required to be disclosed by us in the reports that we file or submit under the Securities and Exchange Act of 1934, as amended is recorded, processed, summarized and reported within the time period specified in SEC rules and forms.

Our management, including our president (our principal executive officer) and our chief financial officer (our principal financial and accounting officer), do not expect that our disclosure controls, and procedures or internal controls will prevent all possible error and fraud. Our disclosure controls and procedures are, however, designed to provide reasonable assurance of achieving their objectives, and our Pre president (our principal executive officer) and our chief financial officer (our principal financial and accounting officer) have concluded that our financial controls and procedures are effective at that reasonable assurance level.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of control procedures. The objectives of internal control include providing management with reasonable, but not absolute, assurance that assets are safeguarded against loss from unauthorized use or disposition, and that transactions are executed in accordance with management’s authorization and recorded properly to permit the preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States. Our management assessed the effectiveness of our internal control over financial reporting as of October 31, 2010. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control-Integrated Framework. Our management has concluded that, as of October 31, 2010, our internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with US generally accepted accounting principles. Our management reviewed the results of their assessment with our Board of Directors.

This annual report does not include an attestation report of our company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit our Company to provide only management’s report in this annual report.

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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 year ended October 31, 2010 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

Item 9B.   Other Information

None.

PART III

Item 10.   Directors, Executive Officers and Corporate Governance

The following individuals serve as the directors and executive officers of our company as of the date of this annual report. All directors of our company hold office until the next annual meeting of our shareholders or until their successors have been elected and qualified. The executive officers of our company are appointed by our board of directors and hold office until their death, resignation or removal from office.

Business Experience

The following is a brief account of the education and business experience during at least the past five years of each director, executive officer and key employee of our company, indicating the person’s principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.

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Jason Dussault, Chief Executive Officer, President, Treasurer, Secretary and Director

Creating and collaborating with several companies over the past 15 years, Mr. Dussault has worked to take small start-up companies public, accessing financing from U.S., Canadian and European sources and providing corporate guidance. In 2005, after successfully raising hundreds of millions of dollars in capital for his client companies, he finally decided to pursue his ultimate passion. From that first inspired leap, Dussault Apparel Inc. was born. A year later, his first line of fashions sold out almost immediately, establishing his company and launching Dussault Custom Apparel. As our company’s creative visionary, he works with Head Designer Peter Tsang to expand on a unique style, honing his creations through an intimate connection to some of the world’s leading celebrities and elite from the worlds of entertainment and sports.

Robert Mintak, Chief Operating Officer

Mr. Robert Mintak has over 25 years of experience in the retail and wholesale industries. His track record in management includes five years with the Robinson Group, which was named one of the 50 best managed companies in Canada in 2005, and ten years of management experience in retail. Over the past 7 years Mr. Mintak has worked providing internet technology services and researchfor several companies.

Jason Sundar, Vice President, Corporate Finance

Mr. Sundar began his career working for the British Columbia Attorney General’s office, where he developed and promoted youth programs to protect high-risk youth. At 20 he became the youngest facilitator of corporate training programs for Peak Performance Systems — a Brian Tracy International Network focused on the psychology of achievement, goal setting, professional selling skills, advances selling skills and B2B selling skills. Among their numerous clients were Yorkton Securities and Crown Packaging. By the age of 23, Mr. Sundar was the top performer for investor relations specialists PCMI. Leaving that position, he partnered with Olivia Communications, raising over five million dollars and taking the organization from three people to a staff of 24. Since founding Sundar Communications Group in 2002, he has personally raised over $50 million for his clients worldwide.

Family Relationships

There are no family relationships between any of our directors, executive officers and proposed directors or executive officers.

Involvement in Certain Legal Proceedings

None of our directors, executive officers, promoters or control persons has been involved in any of the following events during the past five years:

1.      A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

2.      Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

3.      Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:

i.

Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity

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	ii.	Engaging in any type of business practice; or
	iii.	Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

4.     Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;

5.     Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

6.     Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

7.     Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

	i.	Any Federal or State securities or commodities law or regulation; or
	ii.	Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or
	iii.	Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

8.      Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors and persons who own more than 10% of our common stock to file with the Securities and Exchange Commission initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common stock and other equity securities, on Forms 3, 4 and 5 respectively. Executive officers, directors and greater than 10% shareholders are required by the SEC regulations to furnish us with copies of all Section 16(a) reports that they file.

Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during fiscal year ended September 30, 2009, all filing requirements applicable to our officers, directors and greater than 10% percent beneficial owners were complied with.

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Code of Ethics

Effective January 24, 2008, our company’s board of directors adopted a Code of Business Conduct and Ethics that applies to, among other persons, members of our board of directors, our company’s officers including our president (being our principal executive officer) and our chief financial officer (being our principal financial and accounting officer), contractors, consultants and advisors. As adopted, our Code of Business Conduct and Ethics sets forth written standards that are designed to deter wrongdoing and to promote:

(1)   honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

(2)   full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the Securities and Exchange Commission and in other public communications made by us;

(3)   compliance with applicable governmental laws, rules and regulations;

(4)   the prompt internal reporting of violations of the Code of Business Conduct and Ethics to an appropriate person or persons identified in the Code of Business Conduct and Ethics; and

(5)   accountability for adherence to the Code of Business Conduct and Ethics.

Our Code of Business Conduct and Ethics requires, among other things, that all of our company’s personnel shall be accorded full access to our president with respect to any matter which may arise relating to the Code of Business Conduct and Ethics. Further, all of our company’s personnel are to be accorded full access to our company’s board of directors if any such matter involves an alleged breach of the Code of Business Conduct and Ethics by our company officers.

In addition, our Code of Business Conduct and Ethics emphasizes that all employees, and particularly managers and/or supervisors, have a responsibility for maintaining financial integrity within our company, consistent with generally accepted accounting principles, and federal, provincial and state securities laws. Any employee who becomes aware of any incidents involving financial or accounting manipulation or other irregularities, whether by witnessing the incident or being told of it, must report it to his or her immediate supervisor or to our company’s President. If the incident involves an alleged breach of the Code of Business Conduct and Ethics by the President, the incident must be reported to any member of our board of directors. Any failure to report such inappropriate or irregular conduct of others is to be treated as a severe disciplinary matter. It is against our company policy to retaliate against any individual who reports in good faith the violation or potential violation of our company’s Code of Business Conduct and Ethics by another.

We will provide a copy of the Code of Business Conduct and Ethics to any person without charge, upon request. Requests can be sent to our company at the address on the cover of this annual report.

Audit Committee and Audit Committee Financial Expert

Our board of directors has determined that it does not have a member of its audit committee that qualifies as an "audit committee financial expert" as defined in Item 407(d)(5)(ii) of Regulation S-K, and is "independent" as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934, as amended.

We believe that the members of our board of directors are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. We believe that retaining an independent director who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated any material revenues to date. In addition, we currently do not have nominating, compensation or audit committees or committees performing similar functions nor do we have a written nominating, compensation or audit committee charter. Our board of directors does not believe that it is necessary to have such committees because it believes the functions of such committees can be adequately performed by our board of directors.

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Item 11.   Executive Compensation

The particulars of the compensation paid to the following persons:

• our principal executive officer;

• each of our two most highly compensated executive officers who were serving as executive officers at the end of the years ended October 31, 2010 and 2009; and

• up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the years ended October 31, 2010 and 2009,

who we will collectively refer to as the named executive officers of our company, are set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than our principal executive officers, whose total compensation did not exceed $100,000 for the respective fiscal year:

(1)           Jason Dussault was appointed Secretary and Treasurer of our company on May 10, 2007 and as President and Chief Executive Officer on April 9, 2009.

(2)           Robert Mintak was appointed Chief Operating Officer of our company on July 17, 2007. Mr. Mintak was appointed as our interim Chief Financial Officer on April 1, 2008.

(3)           Jason Sundar was appointed our VP Corporate Finance on July 11, 2007

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(4)           Mr. Fitzgerald was appointed our chief executive officer and president on June 22, 2007 and resigned on April 9, 2009

There are no compensatory plans or arrangements with respect to our executive officers resulting from their resignation, retirement or other termination of employment or from a change of control.

On July 19, 2007, we entered into consulting agreements with Robert Mintak, our Chief Operating Officer, and Jason Sundar, our VP Corporate Finance. The agreements are for three year terms. Pursuant to the terms of the agreement with Mr. Mintak, we agreed to issue 1,500,000 restricted shares of common stock which has been returned to our company and cancelled. Pursuant to the terms of the agreement with Jason Sundar, we agreed to issue 1,000,000 restricted shares of common stock, which will be released in three equal annual installments after each year of service. These agreements expired on July 19, 2010.

Stock Option Plan

Currently, we do not have a stock option plan in favor of any director, officer, consultant or employee of our company.

Stock Options/SAR Grants

During our fiscal year ended October 31, 2010 there were no options granted to our named officers or directors.

Outstanding Equity Awards at Fiscal Year End

No equity awards were outstanding as of the year ended October 31, 2010.

Option Exercises

During our Fiscal year ended October 31, 2010 there were no options exercised by our named officers.

Compensation of Directors

We do not have any agreements for compensating our directors for their services in their capacity as directors, although such directors are expected in the future to receive stock options to purchase shares of our common stock as awarded by our board of directors.

We have determined that none of our directors are independent directors, as that term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(15) of the NASDAQ Marketplace Rules.

Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the board of directors or a committee thereof.

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

None of our directors or executive officers or any associate or affiliate of our company during the last two fiscal years, is or has been indebted to our company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.

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Compensation Committee Interlocks and Insider Participation

During 2010, we did not have a compensation committee or another committee of the board of directors performing equivalent functions. Instead the entire board of directors performed the function of compensation committee. Our board of directors approved the executive compensation, however, there were no deliberations relating to executive officer compensation during 2010.

Compensation Committee Report

None.

Family Relationships

There are no family relationships between any of our directors, executive officers or directors.

Item 12.   Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth, as of January 13, 2011, certain information with respect to the beneficial ownership of our common shares by each shareholder known by us to be the beneficial owner of more than 5% of our common shares, as well as by each of our current directors and executive officers as a group. Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.

(1)

Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares).In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided .In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on January 13, 2011. As of January 13, 2011, there were 122,958,557 shares of our company’s common stock issued and outstanding.

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Changes in Control

We are unaware of any contract or other arrangement or provisions of our Articles or Bylaws the operation of which may at a subsequent date result in a change of control of our company. There are not any provisions in our Articles or Bylaws, the operation of which would delay, defer, or prevent a change in control of our company.

Item 13.   Certain Relationships and Related Transactions, and Director Independence

Except as disclosed herein, no director, executive officer, shareholder holding at least 5% of shares of our common stock, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction since the year ended October 31, 2010, in which the amount involved in the transaction exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at the year-end for the last three completed fiscal years.

Related Party Transactions

None.

Director Independence

We currently act with one director, consisting of Jason Dussault. We have determined that our director is not an "independent director" as defined in NASDAQ Marketplace Rule 4200(a)(15).

We do not have a standing audit, compensation or nominating committee, but our entire board of directors acts in such capacities. We believe that our members of our board of directors are capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. The board of directors of our company does not believe that it is necessary to have an audit committee because we believe that the functions of an audit committee can be adequately performed by the board of directors. In addition, we believe that retaining an independent director who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development.

Item 14.   Principal Accounting Fees and Services

The aggregate fees billed for the most recently completed fiscal year ended October 31, 2010 and for the fiscal year ended October 31, 2009 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

Our board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.

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Our board of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.

PART IV

Item 15.   Exhibits, Financial Statement Schedules

(a)	Financial Statements
	(1)	Financial statements for our company are listed in the index under Item 8 of this document
	(2)	All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.
(b)	Exhibits

Exhibit
Number	Description
(3)	Articles of Incorporation and By-laws
3.1	Articles of Incorporation (incorporated by reference from our Registration Statement on Form SB-2 filed on January 11, 2007).
3.2	Bylaws (incorporated by reference from our Registration Statement on Form SB-2 Filed on January 11, 2007).
3.3	Articles of Merger filed with the Nevada Secretary of State on May 29, 2007 (incorporated by reference from our Current Report on Form 8-K filed on June 16, 2007).
3.4	Certificate of Change filed with the Nevada Secretary of State on May 29, 2007 (incorporated by reference from our Current Report on Form 8-K filed on June 16, 2007).
(10)	Material Contracts
10.1	Employment Agreement dated June 22, 2007, between our company and Terry Fitzgerald incorporated by reference from our Current Report on Form 8-K filed on June 25, 2007).
10.2	Letter of Intent dated June 25, 2007, between our company and Dussault Jeans Inc. (incorporated by reference from our Current Report on Form 8-K filed on July 2, 2007).
10.3	Letter of Intent dated November 5, 2007 between our company and Dussault Jeans Inc. (incorporated by reference from our Current Report on Form 8-K filed on November 5, 2007).
10.4	Consulting Agreement dated July 19, 2007, between our company and Jason Sundar (incorporated by reference from our Annual Report on Form 10-KSB filed on February 13, 2008).
10.5	Consulting Agreement dated July 19, 2007, between our company and Robert Mintak (incorporated by reference from our Annual Report on Form 10-KSB filed on February 13, 2008).
10.6	Bridge Loan Agreement dated July 19, 2007, between our company and Dussault Jeans Inc. (incorporated by reference from our Current Report on Form 8-K filed on August 1, 2007).
10.7	Bridge Loan Agreement dated April 16, 2008, between our company and Dayton Boot Co. Ent. Ltd. (incorporated by reference from our Current Report on Form 8-K filed on April 23, 2008).
10.8	Distribution Agreement dated November 10, 2009, between our company and EHM Holdings. (incorporated by reference from our Quarterly Report on Form 10-Q filed on March 22, 2010)
10.9	Merchandising License Agreement dated October 31, 2009, between our company and USPA Accessories, LLC. (incorporated by reference from our Quarterly Report on Form 10-Q filed on March 22, 2010)

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Exhibit
Number	Description
(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.

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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	DUSSAULT APPAREL INC.
	(Registrant)
Dated: February 14, 2011	/s/ Jason Dussault
	Jason Dussault
	Chief Executive Officer, President, Treasurer,
	Secretary and director
	(Principal Executive Officer)
Dated: February 14, 2011	/s/ Robert Mintak
	Robert Mintak
	Chief Financial Officer
	(Principal Financial Officer and Principal
	Accounting Officer)

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Dated: February 14, 2011	/s/ Jason Dussault
	Jason Dussault
	Chief Executive Officer, President, Treasurer,
	Secretary and director
	(Principal Executive Officer)

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