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

Plan of Operation

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

º market acceptance of our products;

º our ability to successfully compete with other more established companies who provide similar products; and

º our short term funding requirements until we achieve a break-even level of operations.

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

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

Cash Requirements

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

            Estimated Funding Required During the Next Twelve Months
           Design and Development Activities              $       Nil
           Officer and Employee Compensation                      Nil
           Sales and Marketing                                 50,000
           Legal, Accounting and Professional Fees            100,000
           General and Administrative                         100,000

           Total                                          $   250,000

There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, if and when it is needed, we will be forced to scale down or perhaps even cease the operation of our business.

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

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

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

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

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

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

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

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

Liquidity and Capital Resources

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

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

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

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

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

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

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

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

Future Operations

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

Our capital requirements are difficult to plan in light of our current strategy to limit our operations and our products. Since our inception, we have been dependent on investment capital as an important source of liquidity. Our operations presently are generating negative cash flow, and we do not expect positive cash flow from operations in the near term. We need to secure additional working capital in the short-term in order to sustain our operations and execute our business plan. We have incurred operating losses since inception, and this is likely to continue into the year ended October 31, 2009.

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

Going Concern

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

Off-Balance Sheet Arrangements

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

CRITICAL ACCOUNTING POLICIES

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

Income Taxes

We utilize SFAS No. 109, "Accounting for Income Taxes," which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the tax basis of assets and liabilities and our financial reporting amounts based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. We generated deferred tax credits through net operating loss carryforwards. However, a valuation allowance of 100% has been established, as the realization of the deferred tax credits is not reasonably certain, based on going concern considerations outlined below.

Going Concern

Our financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. As at October 31, 2008 we had not established an ongoing source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern.

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

Development-Stage Company

We are considered a development-stage company, with limited operating revenues during the periods presented, as defined by Statement of Financial Accounting Standards ("SFAS") No. 7. SFAS. No. 7 requires companies to report their operations, shareholders deficit and cash flows since inception through the date that revenues are generated from management's intended operations, among other things. Management has defined inception as August 1, 2006. Since inception, our company has incurred operating losses totaling $10,081,872. Our working capital has been generated through the sales of common stock. Management has provided financial data since

Accounts Receivable

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

Inventory

Inventories are stated at the lower of cost or market value. Market value represents net realizable value. Inventories are priced by the Retail Inventory (average cost) method in a perpetual inventory system. On October 1, 2008 inventory was marked down by $1,791,526 to net realizable value of $181,847.50.

Property and Equipment

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

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

Note Receivable

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

Loss Per Share

Net loss per share is calculated in accordance with SFAS 128, Earnings Per Share, for the periods presented. Basic net loss per share is based upon the weighted average number of common shares outstanding. Diluted net loss per share is based on the assumption that all dilutive convertible shares and stock options were converted or exercised. We have no potentially dilutive securities as of October 31, 2008.

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

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

                                                            2008        2007
Basic and diluted net loss per share:
               Numerator
                     Comprehensive Net (Loss)         $ (4,179,262) $(5,921,650)

               Denominator
                   Basic and diluted weighted average
                     number of shares outstanding      45,405,989    49,921,471

               Basic and Diluted Net Loss Per Share     $ (0.092)    $ (0.119)

Recent Accounting Pronouncements

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

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