10-Q
INNOVATIVE DESIGNS INC (IVDN)
AUNITED STATES
SECURITIESAND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13l OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the quarterly period
ended July 31, 2025 OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the transition period from ___________ to ______________.
Commission File
Number: 000-51791
INNOVATIVE DESIGNS, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 03-0465528 |
|---|---|
| (State or other jurisdiction of | (I.R.S. Employer |
| incorporation or organization) | Identification No.) |
124 Cherry Street
Pittsburgh, Pennsylvania 15223
(Address of Principal Executive Offices, Zip Code)
(412) 799-0350
(Issuer’s Phone Number IncludingArea Code)
N/A
(Former Name or FormerAddress, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES ☐ No ☒
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of regulation S-T during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files). Yes ☒ NO ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting Company” in Rule 12b-2 of the ExchangeAct.
(Check One)
| Large Accelerated Filer ☐ | Accelerated Filer ☐ |
|---|---|
| Non-accelerated Filer ☐ | Smaller reporting company ☒ |
| (Do not check if a smaller reporting company) |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the ExchangeAct). YES ☐ NO ☒
As of July 31, 2025, there were 38,504,003 shares
of the Registrant’s common stock, par value $.0001 per share, outstanding. Transitional Small Business Disclosure Format: YES ☐ NO ☒
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Innovative Designs, Inc.
Index
Form 10-Q for the Quarter Ended April 30, 2025
| Part I -- Financial Information | Page No. | |
|---|---|---|
| Item 1. | Condensed Financial Statements (Unaudited) | 3 |
| Condensed Balance Sheets as of April 30, 2025 (Unaudited) And October 31, 2024 | 3 | |
| Condensed Statements of Operations for the Three Month Periods Ended April 30, 2025 and 2024 (Unaudited) | 4 | |
| Condensed Statements of Changes in Stockholders’ Equity as of April 30, 2025 (Unaudited) and October 31, 2024 | 5 | |
| Condensed Statements of Cash Flows for the Three Month Periods Ended April 30, 2025 and 2024 (Unaudited) | 6 | |
| Notes to the Condensed Financial Statements | 7 | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 12 |
| Part II -- Other Information | ||
| Items | 1, 2, 3, 4, 4T and 5. | 15 |
| Item 6. | Exhibits | 16 |
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
INNOVATIVE DESIGNS, INC.
Condensed Balance Sheets
As of July 31, 2025 (Unaudited) and October 31, 2024 (Audited)
| October 31,<br> 2024 | |||||
|---|---|---|---|---|---|
| Assets | |||||
| Current assets | |||||
| Cash and Cash Equivalents | 532,432 | $ | 185,675 | ||
| Prepaid Expenses | 14,659 | ||||
| Accounts Receivable, Net | 271,249 | 321,893 | |||
| Inventory, Net | 494,985 | 498,758 | |||
| Total current assets | 1,313,325 | 1,006,326 | |||
| Long-Term Assets | |||||
| Property, Plant, and Equipment, Net | 32,723 | 28,060 | |||
| Advane to Employees | 15,500 | 5,500 | |||
| Deposits on Inventory | 90,000 | — | |||
| Deposits on Equipment | 652,944 | 652,944 | |||
| Total Long-Term Assets | 791,167 | 686,504 | |||
| Total assets | 2,104,492 | $ | 1,692,830 | ||
| Liabilities and Stockholders’ Deficit | |||||
| Current liabilities | |||||
| Credit Cards | 3,368 | $ | 51,175 | ||
| Accounts Payable | 168,251 | 65,267 | |||
| Other current Liabilities | 42,244 | 50,017 | |||
| Total current liabilities | 213,863 | 166,459 | |||
| Long-Term Liabilities | |||||
| Notes Payable | — | 23,495 | |||
| Reserve for unpaid debt | 12,900 | — | |||
| Long-Term Shareholder Loans | 10,000 | 60,000 | |||
| Total Long-Term Liabilities | 22,900 | 83,495 | |||
| Total liabilities | 236,763 | 249,954 | |||
| Stockholders’ deficit | |||||
| Common stock, 0.0001 par value; 100,000,000 shares authorized; 38,504,003 and 37,924,003 shares issued and outstanding as of April 30, 2025 and October 31, 2024, respectively | 3,850 | 3,792 | |||
| Additional paid-in capital | 12,101,059 | 11,979,117 | |||
| Accumulated deficit | (10,237,180 | ) | (10,540,033 | ) | |
| Total stockholders’ deficit | 1,867,729 | 1,442,876 | |||
| Total liabilities and stockholders’ deficit | 2,104,492 | $ | 1,692,830 |
All values are in US Dollars.
See accompanying notes to financial statements.
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INNOVATIVE DESIGNS, INC.
Condensed Statements of Operations
For the Nine Months Ended July 31, 2025, and 2024
(Unaudited)
| For the<br> Nine Months ended<br> July 31, | For the <br><br>Three Months Ended <br><br>July 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||||
| REVENUES, net | $ | 1,952,921 | $ | 644,497 | $ | 612,636 | $ | 278,279 | ||||
| OPERATING EXPENSES | ||||||||||||
| Cost of sales | 983,004 | 376,362 | 356,102 | 189,978 | ||||||||
| Selling, general and administrative expenses | 664,725 | 348,946 | 192,830 | 142,224 | ||||||||
| Total operating expenses | 1,647,329 | 725,308 | 548,932 | 332,202 | ||||||||
| Income (loss) from operations | 305,192 | (80,811 | ) | 63,704 | (53,922 | ) | ||||||
| OTHER INCOME (EXPENSES) | ||||||||||||
| Miscellaneous income (expense) | — | |||||||||||
| Cash Rewards | 513 | 360 | — | |||||||||
| Interest expense | 3,151 | (15,783 | ) | 564 | (3,837 | ) | ||||||
| Depreciation | (6,003 | ) | (3,653 | ) | (2,192 | ) | (1,324 | ) | ||||
| Total other income (expense) | (2,339 | ) | (19,436 | ) | (1,268 | ) | (5,161 | ) | ||||
| Net income (loss) | $ | 302,853 | $ | (100,247 | ) | 62,436 | $ | (59,083 | ) | |||
| Loss per share of common stock - Basic and diluted | $ | 0.000 | $ | (0.001 | ) | $ | 0.01 | $ | 0.001 | |||
| Weighted average shares of common stock - Basic | 38,282,753 | 36,972,827 | 38,504,003 | 37,839,003 | ||||||||
| - Diluted | 38,282,753 | 36,972,827 |
See accompanying notes to financial statements.
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INNOVATIVE DESIGNS, INC.
Condensed Statements of Changes in Stockholders’ Equity
Nine Months Ended July 31, 2025, and 2024
(Unaudited)
| Common Stock | Additional Paid in | Accumulated | Total Stockholders’ | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | Amount | Capital | Deficit | Deficit | ||||||||
| Balance October 31, 2023 | 36,532,560 | $ | 3,653 | $ | 11,741,935 | $ | (10,636,955 | ) | $ | 1,108,633 | ||
| Sale of stock | 580,888 | 58 | 105,862 | — | 105,920 | |||||||
| Shares issued for services | 670,000 | 67 | 121,333 | — | 121,400 | |||||||
| Net income (loss) | — | — | — | (63,393 | ) | (63,393 | ) | |||||
| Balance January 31, 2024 | 37,783,448 | 3,778 | 11,969,130 | (10,700,348 | ) | 1,272,560 | ||||||
| Sale of Stock | 55,555 | $ | 6 | $ | 9,994 | — | $ | 10,000 | ||||
| Net Income (Loss) | $ | 22,228 | $ | 22,228 | ||||||||
| Balance April 30, 2024 | 37,839,003 | $ | 3,784 | $ | 11,979,124 | $ | (10,678,120 | ) | $ | 1,304,788 | ||
| Sale of Stock | — | — | — | — | — | |||||||
| Net Income (Loss) | — | — | — | (59,082 | ) | (59,082 | ) | |||||
| Balance July 31, 2024 | 37,893,003 | $ | 3,784 | $ | 11,979,124 | (10,737,202 | ) | (1,245,706 | ) | |||
| Balance October 31, 2024 | 37,924,003 | 3,792 | 11,979,117 | (10,540,033 | ) | 1,442,876 | ||||||
| Sale of stock | 120,000 | 12 | 29,988 | — | 30,000 | |||||||
| Shares issued for Services | 260,000 | 26 | 51,974 | — | 52,000 | |||||||
| Net Income (Loss) | — | — | — | 36,201 | 36,201 | |||||||
| Balance January 31, 2025 | 38,304,003 | $ | 3,830 | $ | 12,061,079 | $ | (10,503,832 | ) | $ | 1,561,077 | ||
| Sale of Stock | 50,000 | $ | 5 | $ | 9,995 | $ | 10,000 | |||||
| Stock issued for Commission | 150,000 | $ | 15 | $ | 29,985 | $ | 30,000 | |||||
| Net Income (Loss) | $ | 204,189 | $ | 204,189 | ||||||||
| Balance April 30, 2025 | 38,504,003 | $ | 3,850 | $ | 12,101,059 | $ | (10,299,643 | ) | $ | 1,805,266 | ||
| Sale of Stock | — | — | — | — | — | |||||||
| Net Income (Loss) | — | — | — | 62,436 | $ | 62,436 | ||||||
| Balance – July 31, 2025 | 38,504,003 | $ | 3,850 | $ | 12,101,059 | $ | (10,237,207 | ) | $ | 1,867,702 |
See accompanying notes to financial statements.
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INNOVATIVE DESIGNS, INC.
Statements of Cash Flows
For the Nine Months Ended July 31, 2025 and 2024
(Unaudited)
| 2025 | 2024 | |||||
|---|---|---|---|---|---|---|
| Cash flows from operating activities | ||||||
| Net income (loss) | $ | 302,853 | $ | (100,247 | ) | |
| Stock issuance for services | 82,000 | 121,400 | ||||
| Depreciation | 6,003 | 3,653 | ||||
| Gain on sale of assets | — | — | ||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||
| Accounts receivable and other receivables | 50,593 | (26,222 | ) | |||
| Inventory | 3,774 | 78,198 | ||||
| Deposits in inventory | (90,000 | ) | (28,500 | ) | ||
| Prepaid expenses | — | 2,700 | ||||
| Credit card payable | (47,807 | ) | (4,025 | ) | ||
| Accounts payable and accrued expenses | 13,426 | (88,464 | ) | |||
| Net cash provided by (used in) operating activities | 320,842 | (41,507 | ) | |||
| Cash flows from investing activities | ||||||
| Purchase of assets | (10,666 | ) | (9,558 | ) | ||
| Deposits on equipment | — | — | ||||
| Proceeds from sale of equipment | — | — | ||||
| Net cash provided by (used in) financing activities | (10,666 | ) | (9,558 | ) | ||
| Cash flows from financing activities | ||||||
| Proceeds from sale of stock | 40,000 | 115,920 | ||||
| Payment on Notes Payable | (32,410 | ) | (19,190 | ) | ||
| Increase (Decrease) in reserve for unpaid debt | 12,900 | — | ||||
| Net cash provided by (used in) investing activities | 20,491 | 96,730 | ||||
| Net change in cash and cash equivalents | 330,667 | 45,665 | ||||
| Cash and cash equivalents, beginning of period | 201,765 | 238,677 | ||||
| Cash and cash equivalents, end of period | $ | 532,432 | $ | 284,342 |
See accompanying notes to financial statements.
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INNOVATIVE DESIGNS, INC.
Notes to the Condensed Financial Statements
For the Period Ended July 31, 2025
NOTE 1 - BASIS OF PRESENTATION
In the opinion of management, the accompanying unaudited financial statementscontain all adjustments necessary to present fairly Innovative Designs, Inc.’s (the “Company”) financial position asof July 31, 2025, the changes therein for the six-month periods that ended and the results of operations for the nine-month periods endedJuly 31, 2025.
The condensed financial statements included in the Form 10-Q (the “Form”)are presented in accordance with the requirements of the Form and do not include all of the disclosures required by generally acceptedaccounting principles in the United States of America. For additional information, reference is made to the Company’s annual reporton Form 10-K for the fiscal year ending October 31, 2024. The results of operations for the nine-month period ending July 31,2025, are not necessarily indicative of operating results for the full year.
The Company’s unaudited condensed financial statements have beenprepared in accordance with GAAP and pursuant to the rules and regulations of the SEC. Certain information and footnote disclosures normallyincluded in financial statements prepared in accordance with GAAP have been condensed or omitted from this report, as is permitted bysuch rules and regulations. Accordingly, these consolidated financial statements should be read in conjunction with the audited financialstatements as of and for the year ended October 31, 2024, and the notes thereto included in the Company’s Annual Report on Form 10-Kfor the year ended October 31, 2024, filed with the SEC on February 20, 2025 (the “2024 Annual Report”). The resultsfor any interim period are not necessarily indicative of results for any future period.
The unaudited condensed financial statements have been prepared on thesame basis as the audited financial statements. In the opinion of the Company’s management, the accompanying unaudited consolidatedfinancial statements contain all adjustments that are necessary to present fairly the Company’s financial position and results ofoperations for the interim periods presented. The results for the nine months ended July 31, 2025, are not necessarily indicative of theresults for the year ending October 31, 2025, or for any future period.
As of July 31, 2025, there have been no material changes in the Company’ssignificant accounting policies from those that were disclosed in the 2024 annual report.
NOTE 2 – GOING CONCERN
These condensed financial statements have been prepared on a going concern
basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company had a net income of $302,853 and a positive cash flow of $320,842 from operation activities for the nine-month period ending July 31, 2025. In addition, the Company has an accumulated deficit of ($10,237,207). Management’s plans to reduce this deficit includes cash receipts through sales, sales of Company stock, and borrowings from private parties, if necessary. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern for a period of one year from the issuance of these condensed financial statements. These condensed financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
NOTE 3 – ACCOUNTS RECEIVABLE
Accounts receivables are reported at their net realizable value. The
Company evaluates its receivables on a quarterly basis to assess the validity of remaining receivables. Management has determined that there is significant doubt regarding the receivable balance over 90 days. There were $0 in receivables over 90 days as of July 31, 2025, and no balances over 90 days as of October 31, 2024. As of July 31, 2025, the balance of accounts receivable was $271,249 net of allowances.
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NOTE 4 – INVENTORY
Inventory consists principally of purchased apparel inventory and house
wrap which is manufactured by the Company. Inventory is stated at the lower of cost or net realizable value on a first-in, first-out basis. The Company has decided to discontinue the manufacturing of its Artic Armor, hunting and swimming line of apparel. The Company has booked a reserve against apparel inventory as of July 31, 2025 and October 31, 2024 of $65,600. Management has determined that no allowance is currently necessary on the house wrap inventory.
Management will continue to evaluate its obsolete inventory reserve
throughout the year and make adjustments as needed. As of July 31, 2025, the total value of the inventory on hand prior to the allowance for obsolete inventory is $494,984.
NOTE 5 – WARRANTIES
The Company provides a ten-year limited warranty covering defects inworkmanship. These warranties are included in the contract and do not provide customers with a service in addition to assurance of compliancewith agreed-upon specifications. The Company does not consider these assurance-type warranties to be separate performance obligations.Management has determined that no warranty reserve is currently necessary on the Company’s products. Management will continue toevaluate the need for a warranty reserve throughout the year and make adjustments as needed.
NOTE 6 – NOTES PAYABLE
During December 2023, the Company entered into a convertible promissory
note in the amount of $50,000 due and payable in December 2024 at an annual interest rate of 6.0%. The note is secured by $100,000 of the Company’s inventory. Any principal and unpaid accrued interest outstanding as of the due date may be converted to common stock at a value of $0.20 per share. On December 2024, the Company extended the note for an additional six months. The note is now due and payable in June 2025. As of July 31, 2025, this note has been paid in full.
During 2005, the Company entered into an agreement with the U.S. Small
Business Association (SBA). As of April 30, 2025, the note payable to SBA was $34,089. The note is payable in monthly installments of $1,820 with the balance due and payable in November 2026, at an interest rate of 2.60%. This loan was paid in full as of July 31, 2025
As of July 31, 2025, all notes payables are up to date.
NOTE 7 – REVENUES
Revenues are measured based on the amount of consideration specifiedin a contract with a customer. The Company recognizes revenue when and as performance obligations (i.e., obligations to transfer goodsand/or services) are satisfied, which generally occurs with the transfer of control of the goods or services to the customer.
To determine proper revenue recognition, the Company evaluateswhether two or more contracts should be combined and accounted for as a single contract and whether a combined or single contract shouldbe accounted for as more than one performance obligation. This evaluation requires significant judgment, and the decision to combine contractsor separate a combined or single contract into multiple performance obligations could change the amount of revenue and profit recordedin a given period. Contracts are considered to contain a single performance obligation if the promise to transfer individual goods orservices is not separately identifiable from other promises in the contracts.
For contracts with multiple performance obligations, the Company allocatesthe transaction price to each performance obligation using the best estimate of the standalone selling price of each distinct good orservice in the contract.
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NOTE 8 – EARNINGS PER SHARE
The Company calculates net income (loss) per share in accordance with
Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) Topic 260, ”Earnings per Share”. Basic earnings (loss) per share is calculated by dividing income (loss) by the weighted average number of common shares outstanding for the period. During the periods presented, the Company only has common stock outstanding. In 2021, the Company issued a convertible debt instrument. In addition, the Company also has stock warrants of 2,499,443 and 2,429,443 as of July 31, 2025, and October 31, 2024, respectively. The Company has calculated diluted earnings per share utilizing the outstanding stock warrants and convertible debt
NOTE 9 – INCOME TAXES
The Company accounts for income taxes in accordance with FASB ASC Topic740 ”Income Taxes”, which requires an asset and liability approach for financial reporting purposes.
Deferred income taxes are provided for differences between the tax basesof assets and liabilities and the financial reporting amounts at the end of the period, and for net operating loss and tax credit carryforwardsavailable to offset future taxable income. Changes in enacted tax rates or laws result in adjustments to recorded deferred tax assetsand liabilities in the periods in which the tax laws are enacted or tax rates are changed. The Company will continue to evaluate its incometax obligation throughout the year and will record a tax provision when it is necessary
NOTE 10 – SHIPPING AND HANDLING COSTS
The Company pays shipping and handling costs on behalf of customers
for purchased apparel merchandise. These costs are billed back to the customer through the billing invoice. The shipping and handling costs associated with merchandise ordered by the Company are included as part of inventory as these costs are allocated across the merchandise received. With house wrap orders, the customer pays the shipping cost. The shipping and handling costs associated with customer orders was approximately $132,519 and $34,332 for the six-month ended July 31, 2025 and 2024, respectively.
NOTE 11 – COMMON STOCK
During the nine-month period ending July 31, 2025, the Company sold 120,000 shares
of common stock at a price of $0.25 per share for total proceeds of $30,000, 50,000 shares of common stock at a price of $0.20 per share for total proceeds of $10,000, and 410,000 shares were issued for services and commission throughout the period. As of July 31, 2025, the total stock issued is 38,504,003
NOTE 12 – DEPOSITS ON EQUIPMENT
On July 12, 2015, the Company reached an agreement with Ketut Jaya topurchase the machinery and equipment utilized to produce the INSULTEX material. The purchase price is $700,000 and to be madein four installments. The first installment of $300,000 is to be made at the execution of the agreement. The second installment of$200,000 is to be made when the machinery and equipment is ready to be shipped to the United States. The third installment of $100,000is to be made once the machinery and equipment is producing INSULTEX, and the fourth and final installment of $100,000 is to be made afterthe first commercial production run of INSULTEX is completed. As of October 31, 2018, the Company has made payments of $500,000 inaccordance with the agreement and made a $100,000 pre-payment as the machine is not yet producing INSULTEX. Additionally,the Company has incurred $17,000 of additional expenses related to shipping, site improvements and installation of the equipment.During 2019, the Company determined the shipping costs of $17,000 were impaired and these costs were written off the balance due.During the fiscal year ended October 31, 2023, the Company made additional prepayments totaling $16,000 on the equipment.
During the fiscal year ended October 31, 2022, the Company made deposits
on a separate piece of equipment of $7,370. During the fiscal year ended October 31, 2023, the Company made additional deposits of $29,574 on this piece of equipment.
9
There have been no additional deposits made as of July 31,
2025 The remaining balance owed on said equipment as of July 31, 2025 is $77,000.
Total overall deposits on equipment as of July 31, 2025 and October
31, 2024 were $652,944.
NOTE 13 – LEASE
FASB ASC Topic 842,”Leases”, establishes
a right of use (“ROU”) model that requires a lessee to recognize a ROU asset and lease liability on the condensed balance sheets. ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. ROU assets are reduced each period by an amount equal to the difference between the lease expense and the amount of interest expense on the lease liability, using the effective interest method. The Company used the average commercial real estate interest rate of 5.50% to calculate the present value of the lease. The Company recognizes lease expense on a straight-line basis over the leased term on the condensed statements of operations.
The Company entered into a lease for office space at the time the Companywas formed through June 2022. Effective July 2022, the Company is leasing the office space on a month to month basis. As a result,the Company has elected to apply the short-term lease exemption to its lease of the facilities and therefore has not recorded a ROU assetand related lease liability.
NOTE 14 – LEGAL PROCEEDINGS
On November 4, 2016, the Federal Trade Commission (“FTC”)filed a complaint against the Company in the U.S. District Court Western District of Pennsylvania, Case number 16-1669. In the complaint,the FTC alleges that, among other matters, the Company did not have substantiation of claims made by the Company regarding the R valueand energy efficiency of its INSULTEX house wrap products. The complaint asks to redress a rescission of revenue the Companyreceived from the sale of the house wrap and a permanent injunction. On September 24, 2020, a judgment was entered in favor of the Companyas to all claims set forth in the FTC complaint. It was further ordered that as there were no remaining claims in the action the caseshall be marked as closed.
On November 23, 2020, the Company was informed that the FTC had fileda notice of appeal in regard to the case. The appeal is from the District Court’s September 24, 2020, Order granting the Company’sMotion for Judgment on Partial Findings Pursuant to Fed. R. Civ. P. 52(c) and subsequent Judgment in favor of the Companyand from the District Court’s February 14, 2020, striking Dr. David Yarbrough’s expert testimony madeon behalf of the FTC. The FTC filed its appeal and on March 24, 2021, the Company filed its answer.
On July 22, 2021, the Registrant was informed that the U.S. Court ofAppeals for the Third District affirmed the District Court’s ruling in favor of the Registrant. The ruling was in connection withthe FTC complaint filed against the Registrant in November 2016, alleging, among other matters, that the Registrant did not have substantiationfor claims made by the Registrant regarding the R-value and energy efficiency of its INSULTEX house wrap products.
In November 2021, in connection with the FTC litigation, the Company
filed an application for attorney fees, expenses and cost in the U.S. District Court for the Western District of Pennsylvania, Case No.2:16-cv-01669-NBF. On June 29, 2022, a settlement order was signed by the Court. Pursuant to the Order, the FTC paid the Company $260,000 to resolve all such claims. The parties agreed to waive all rights to appeal or otherwise challenge or contest the validity of the Order.
As of July 31, 2025, there are no additional or current legal proceedings.
NOTE 15 – ADOPTED PRONOUNCEMENT
The requirements of the following FASB statement were adoptedfor the Company’s condensed financial statements:
10
In June 2016, the FASB issued Accounting Standards Update(“ASU”) 2016-13, ”Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losseson Financial Instruments”(“ASU 2016-13”). ASU 2016-13 introduces a new impairment model, the current expectedcredit loss (“CECL”) model. The model applies to most assets that are measured at amortized cost and requires those assetsto be presented at the net amount expected to be collected. In addition, credit losses on available-for-sale debt securities are to berecognized through an allowance account. ASU 2016-13 also expands existing disclosure requirements. ASU 2016-13 is effective for fiscalyears beginning after December 15, 2022, and interim periods therein, and requires retrospective application. The Company adopted thenew standard effective November 1, 2023, and there were no material changes to the condensed balance sheets, condensed statements of operations,condensed statements of changes in stockholders’ equity, and condensed statements of cash flows as a result of the adoption.
NOTE 16 – SUBSEQUENT EVENTS
The Company has evaluated subsequent events in accordance with ASC Topic855, ”Subsequent Events”, through the date financial statements were available to be issued. The Companyidentified no material subsequent events that require recognition or disclosure except the following:
As of July 31, 2025, there is no subsequent events to report.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONAND RESULTS OF OPERATIONS
General
The following information should be read in conjunction with the financialstatements and the notes thereto and in conjunction with Management’s Discussion and Analysis of Financial Condition and Resultsof Operations in our Annual Report on Form 10-K for the fiscal year ended October 31, 2024.
Forward-Looking Statements
This Quarterly Report on Form 10-Q includes forward-looking statementswithin the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact, includingstatements regarding future results of operation, made in this Quarterly Report on Form 10-Q are forward-looking statements. We use wordssuch as expects, believes, intends, and similar expressions to identify forward-looking statements. Forward looking-looking statementsreflect management’s current expectations and are inherently uncertain. Actual results could differ materially for a variety ofreasons, including, among others, competition in our cold weather markets, our ability to sell out HouseWrap product line, our inabilityto secure sufficient funding to maintain and/or expand our current level of operations and the seasonality of our cold weather productline. These risks and uncertainties, as well as other risks and uncertainties that could cause our actual results to differ significantlyfrom management’s expectations, are described in greater detail in our Annual Report on Form 10-K for the fiscal year ended October31, 2021. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of newinformation, future events or otherwise except as required by law.
Background
Innovative Designs, Inc. (hereinafter referred to as the “Company”,“we” or “our”) was formed on June 25, 2002. We market and sell clothing products such as outdoor apparel, andcold weather gear called “Arctic Armor” that are made from IINSULTEX, a material with buoyancy, scent block and thermal resistantproperties. We also market our House Wrap product line, which is a building material with thermal qualities. House Wrap is also made fromIINSULTEX. We obtain IINSULTEX through a license agreement with the owner and manufacturer of the material. Since our formation we havedevoted our efforts to:
| · | Complete the development, design and prototypes of our products, |
|---|
| · | Obtaining retail stores or sales agents to offer and sell our products’ |
|---|
| · | Developing our website to sell more of our products. |
|---|
Results of Operations
Comparison of the Nine-Month Period Ended July 31, 2025, with theNine-Month Period Ended July 31, 2024.
The following table shows a comparison of the results of operationsbetween the nine-month periods ended July 31, 2025, and July 31, 2024:
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| Nine Month | Nine Month | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Ended | % | Ended | % | Increase | ||||||||||||||
| 7/31/2025 | of sales | 7/31/2024 | of sales | (Decrease) | % Change | |||||||||||||
| REVENUE - NET | 1,952,921 | 100.0 | % | 644,497 | 100.0 | % | 1,308,424 | 203.0 | % | |||||||||
| OPERATING EXPENSES | ||||||||||||||||||
| Cost of sales | 983,004 | 50.3 | % | 376,362 | 58.4 | % | 606,642 | 161.2 | % | |||||||||
| Selling and G&A expenses | 664,725 | 34.1 | % | 348,946 | 54.1 | % | 315,779 | 90.5 | % | |||||||||
| Total Operating Expenses | 1,647,329 | 84.4 | % | 725,308 | 112.5 | % | 922,021 | 127.1 | % | |||||||||
| Income (loss) from operations | 305,192 | 15.6 | % | (80,811 | ) | -12.5 | % | 386,003 | -477.7 | % | ||||||||
| Other income (expenses) | ||||||||||||||||||
| Miscellaneous income (expense) | — | |||||||||||||||||
| Cash Rewards | 513 | 0.0 | % | 0 | 0.0 | % | 513 | |||||||||||
| Interest expense | 3,151 | 0.2 | % | (15,783 | ) | -2.4 | % | 18,934 | -120.0 | % | ||||||||
| Depreciation | (6,003 | ) | -0.3 | % | (3,653 | ) | -0.6 | % | (2,350 | ) | 64.3 | % | ||||||
| Total other income (expense) | (2,339 | ) | -0.1 | % | (19,436 | ) | -3.0 | % | 17,097 | -88.0 | % | |||||||
| Net income (loss) | 302,853 | 15.5 | % | (100,247 | ) | -15.5 | % | 267,720 | -650.4 | % |
Revenues for the nine-month period ended July 31, 2025, were $1,952,921compared to revenues of $644,497 for the nine-month period ended July 31, 2024. The increase in revenue is attributable solely to an increasein sales of our House wrap product line.
Our costs of sale, selling, general and administrative expenses (“SG&A”)were $1,647,329 for the nine months ended July 31, 2025, compared to $725,308 for the nine-month period ended July 31, 2024. The increaseis cost of sales and SG&A are directly related to the increase in sales. While costs are higher, the percentage based off income isreduced, demonstrating an increase in work efficiency.
Liquidity and Capital Resources
During the nine-month period ended July 31, 2025, we funded our operationsfrom revenues and the sale of our common stock.
Short Term: We will continue to fund our operations from sales and thesale of our securities. We continue to pay our creditors when payments are due. We will require more funds to be able to order the materialfor our Insultex products and to purchase equipment needed for the manufacture of the Insultex product. The Company reached an agreementwith the manufacturer of the Insultex material to purchase a machine capable of producing the Insultex material. Also included in theproposed agreement will be the propriety formula that creates Insultex. The Company took delivery of the equipment in December 2015. TheCompany will have to have the machine installed and ensure that it can be operated in compliance with all environmental rules and regulations.It is the Company’s intention to have the equipment operational but cannot currently provide a time estimate. Among the factorsaffecting the time estimate are the financial resources available to the Company, finding a suitable facility and bringing technical personnelfrom abroad to install the equipment. The Company has currently made deposits of $652,944 on the equipment. The Company will produce Insultexunder its own brand name. See Note 13 of the Notes to the Condensed Financial Statements.
13
The new quality control testing equipment for our House Wrap Productline has been built. We have reached an agreement with the vendor on the final amount. As of July 31, 2025, we have paid approximately$134,000 in deposits for the equipment. We expect to accept delivery of the equipment when we are able to reach an agreement with a testinglaboratory that will house the equipment. Once the equipment is installed it will have to go through a certification process before wewill be able to conduct tests on our Insultex products. Once the testing equipment is certified, we intend to begin the process of havingInsulted certified by ICC Evaluation Services, LLC (“ICC-ES”). ICC-ES certifies, among other items, building materials andproducts of which our House Wrap falls under. The reason we need to have ICC-ES certification is that we believe in order to get largeorders for House Wrap, ICC-ES certification will be required. The other component part of the Housewrap produced by a third party is ICC-Escertified. Getting ICC-ES certification is costly and time consuming.
Long Term: The Company will continue to fund its operations from revenues,borrowings from private parties and the possible sale of our securities. Should we not be able to rely on the private sources for borrowingand /or increased sales, our operations would be severely affected as we would not be able to fund our purchase orders to our suppliersfor finished goods and our efforts to produce our own IINSULTEX would be delayed.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonablylikely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results ofoperations, liquidity, capital expenditures or capital resources that are material to investors.
Critical Accounting Policies and Estimates
Revenue Recognition: We recognize revenue from product sales when allof the following criteria for revenue recognition have been met: pervasive evidence that an agreement exists; the services have been rendered;the fee is fixed and determinable and not subject to refund or adjustment; and collection of the amount due is reasonable assured.
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PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDING
See Note 16 of the Notes to the Condensed Financial Statements appearing elsewhere in this Report.
ITEM 1ARisk Factors
See Risk factors set forth in Part I Item 1Aof the Company’sAnnual report on Form 10-K for the fiscal year ended October 31, 2024.Set forth below are additional risk factors.
Sole Sourcefor Insultex. We rely on a single source for the Insultex material. We do not believe we could obtain Insultex from any other source. Insultex is manufactured by a company in Indonesia using proprietary technology Should we not be able to obtain Insultex from this company for any reason we could no longer maintain operations.
Reliance on KeyPersonnel. Mr. Joseph A Riccelli Jr is our President / CEO. Should we lose the services of Mr. Riccelli our operations would be materially affected.
ITEM 1B Climate-Related Disclosure.
N/A
TEM 2. UNREGISTERED SALES OF EQUITY SECURITIESAND USE OF PROCEEDS
N/A
ITEM 3. Defaults upon Senior Securities
None
Item 4 Mine Safety Disclosures
Not applicable
ITEM 4T. CONTROLSAND PROCEDURES
Changes in Internal Control Over Financial Reporting
During the most recent fiscal quarter, there were no changes in the Company’s internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of ExchangeAct Rules 13(a)-15 or 15d-15 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Until the Company has the financial resources to employ a full time financial staff with accounting and financial expertise, to be able to properly account for internal financial reporting, errors that may have a material effect on the financial statements have the potential to occur.
15
ITEM 6. EXHIBITS
| *3.1 | Revised Certificate of Incorporation |
|---|---|
| **3.2 | By-Laws |
| 31.1 | Rule 13a - 14a Certification of Chief Executive Officer |
| 31.2 | Rule 13a-14a Certification of Chief Financial Officer and Principal Accounting Officer |
| 32.1 | Section 1350 Certification of Chief Executive Officer and Chief Financial Officer |
| 32.2 | Section 1350 Certification of Chief Financial Officer and Chief Accounting Officer |
| * | Incorporated by reference to the Company’ s Form 10-K filed February 12, 2015 |
| ** | Incorporated by reference to the Company’ s registration statement on Form SB-2, filed March 11, 2003 |
| 99*** | Incorporated by reference to the Company’ s Current Report on Form 8-k, filed November 4, 2016 |
16
SIGNATURES
Pursuant to the requirements of the Securities ExchangeAct of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: : September 15, 2025 | |
|---|---|
| Joseph A. Riccelli | |
| Chief Executive Officer | |
| Chief Financial Officer |
17
EXHIBIT 31.1INNOVATIVE DESIGNS, INC.
CERTIFICATIONS
I, JosephA. Riccelli, certify that:
I have reviewed this quarterly report on Form 10-Q of Innovative Designs, Inc.;
Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
I am responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in ExchangeAct Rules 13a-15(f) and 15d-15(f) for the registrant and have:
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this quarterly report is being prepared; |
|---|---|
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| --- | --- |
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this quarterly report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| --- | --- |
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| --- | --- |
- I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
|---|---|
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| --- | --- |
| Date September 15, 2025 | |
| --- | --- |
| Joseph A. Riccelli | |
| Chief Executive Officer |
EXHIBIT 31.2INNOVATIVE DESIGNS, INC.
CERTIFICATIONS
I, JosephARiccelli, certify that:
I have reviewed this quarterly report on Form 10-Q of Innovative Designs, Inc.;
Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
I am responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a-15(e) and 15d-15(e) and internal control over financial reporting (as defined in ExchangeAct Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this annual report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this annual report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
- I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: September 15, 2025 | ||
|---|---|---|
| by: | /s/ Joseph A Riccelli | |
| Joseph A Riccelli | ||
| Chief Financial Officer, Principal Accounting Officer |
EXHIBIT 32.1SECTION 906 CERTIFICATION
CERTIFICATIONREQUIRED BY18 U.S.C. SECTION 1350,
ASADOPTEDPURSUANT TO SECTION 906 OFTHE SARBANES-OXLEYACT OF 2002
In connection with the quarterly report of Innovative Designs, Inc. (the “Company”) on Form 10-Q for the quarterly period endedApril 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-OxleyAct of 2002, that:
| (1) | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities ExchangeAct of 1934; and |
|---|---|
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| --- | --- |
| Date: September 15, 2025 | |
| --- | --- |
| Joseph A. Riccelli, CEO | |
| Chief Executive Officer |
EXHIBIT 32.2SECTION 906 CERTIFICATION
CERTIFICATIONREQUIRED BY18 U.S.C. SECTION 1350,
ASADOPTEDPURSUANT TO SECTION 906 OFTHE SARBANES-OXLEYACTOF 2002
In connection with the quarterly report of Innovative Designs, Inc. (the “Company”) on Form 10-Q for the quarterly period endedApril 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-OxleyAct of 2002, that:
| (1) | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities ExchangeAct of 1934; and |
|---|---|
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| --- | --- |
| Date: September 15, 2025 | |
| --- | --- |
| Joseph A. Riccelli | |
| Chief Executive Officer | |
| Chief Financial Officer | |
| Principal Accounting Officer |