- Initial Statement of Beneficial Ownership (3)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Expires: February 28, 2011 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * Koschitzki Avi	2. Date of Event Requiring Statement (MM/DD/YYYY) 1/26/2011	3. Issuer Name and Ticker or Trading Symbol Xsovt Brands, Inc. [XSVT]
(Last)        (First)        (Middle) 18-B NEAL COURT	4. Relationship of Reporting Person(s) to Issuer (Check all applicable) __ X __ Director                            ___ X ___ 10% Owner ___ X ___ Officer (give title below)          _____ Other (specify below) President, CEO & Secretary /
(Street) OCEANSIDE, NY 11572        (City)              (State)              (Zip)	5. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) ___ Form filed by One Reporting Person _ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock   (1)	10334277	D
Common Stock   (1)	4333762	I	Via Spouse
Common Stock   (1)	4333762	I	Via Trust   (2)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B Convertible Preferred Stock	(3)	(4)	Common Stock	(5)	(5)	I	Via Trust   (6)

Explanation of Responses:
( 1)	All numbers related to shares of common stock reflect amounts on a post one-for-twelve reverse split basis.
( 2)	Held directly by The Koschitzki Children's Trust.
( 3)	The Series B Convertible Preferred Stock is only convertible into shares of common stock upon the Issuer's achievement of certain milestones, as further disclosed in the Issuer's Current Report on Form 8-K filed with the SEC on February 1, 2011.
( 4)	None.
( 5)	The 3,500 shares of Series B Convertible Preferred Stock is convertible into 35% of the outstanding number of shares of common stock of the issuer on the date of conversion without regard to the number of shares of common stock outstanding.
( 6)	Held directly by The Avi Koschitzki 2010 Trust.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Koschitzki Avi 18-B NEAL COURT OCEANSIDE, NY 11572	X	X	President, CEO & Secretary
Koschitzki Brenda 18-B NEAL COURT OCEANSIDE, NY 11572		X
Koschitzki Children's Trust 18-B NEAL COURT OCEANSIDE, NY 11572		X
Avi Koschitzki 2010 Trust 18-B NEAL COURT OCEANSIDE, NY 11572		X

Signatures
/s/ Avi Koschitzki		2/7/2011
** Signature of Reporting Person		Date
/s/ Brenda Koschitzki		2/7/2011
** Signature of Reporting Person		Date
/s/ The Koschitzki Children's Trust, By: Avi Koschitzki, Trustee		2/7/2011
** Signature of Reporting Person		Date
/s/ The Avi Koschitzki 2010 Trust, By: Avi Koschitzki, Trustee		2/7/2011
** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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