IVDN 10-Q
Innovative Designs Inc (IVDN)
AUNITED
STATES
SECURITIESAND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
For the quarterly period ended
For the transition period from ___________ to ______________.
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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
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Innovative Designs, Inc.
Index
Form 10-Q for the Quarter Ended July 31, 2026
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
INNOVATIVE DESIGNS, INC.
Condensed Balance Sheets
As of July 31, 2026 (Unaudited) and October 31, 2025 (Audited)
| July 31, 2026 | October 31, 2025 | |||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash and Cash Equivalents | $ | $ | ||||||
| Accounts Receivable, Net | ||||||||
| Inventory, Net | ||||||||
| Other Current Assets | ||||||||
| Total current assets | ||||||||
| Long-Term Assets | ||||||||
| Property, Plant, and Equipment, Net | ||||||||
| Deposits on Inventory | ||||||||
| Deposits on Equipment | ||||||||
| Other Long-Term Assets | ||||||||
| Total Long-Term Assets | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and Stockholders’ Deficit | ||||||||
| Current liabilities | ||||||||
| Credit Cards | $ | $ | ||||||
| Accounts Payable | ||||||||
| Other current Liabilities | ||||||||
| Total current liabilities | ||||||||
| Long-Term Liabilities | ||||||||
| Reserve for unpaid debt | ||||||||
| Long-Term Shareholder Loans | ||||||||
| Total Long-Term Liabilities | ||||||||
| Total liabilities | ||||||||
| Stockholders’ deficit | ||||||||
| Common stock, $ par value; shares authorized; and shares issued and outstanding as of July 31, 2026 and October 31, 2025, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ deficit | ||||||||
| Total liabilities and stockholders’ deficit | $ | $ | ||||||
See accompanying notes to financial statements.
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INNOVATIVE DESIGNS, INC.
Condensed Statements of Operations
For the Nine Months Ended July 31, 2026, and 2025
(Unaudited)
| For the Nine Months ended July 31, | For the Three Months Ended July 31, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| REVENUES, net | $ | $ | $ | $ | ||||||||||||
| OPERATING EXPENSES | ||||||||||||||||
| Cost of sales | ||||||||||||||||
| SG&A Expense | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Income (loss) from operations | ||||||||||||||||
| OTHER INCOME (EXPENSES) | ||||||||||||||||
| Cash Rewards | ||||||||||||||||
| Interest Income | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ||||||||||||
| Depreciation | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total other income (expense) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net income (loss) | $ | $ | $ | $ | ||||||||||||
| Loss per share of common stock | ||||||||||||||||
| - Basic and diluted | $ | $ | $ | |||||||||||||
| Weighted average shares of common stock | ||||||||||||||||
| - Basic | $ | |||||||||||||||
| - Diluted | ||||||||||||||||
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, 2026, and 2025
(Unaudited)
| Common Stock | Additional Paid in | Accumulated | Total Stockholders’ | |||||||||||||||||
| Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||
| Balance October 31, 2024 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Sale of stock | ||||||||||||||||||||
| Shares issued for services | ||||||||||||||||||||
| Net income (loss) | — | |||||||||||||||||||
| Balance January 31, 2025 | ( | ) | ||||||||||||||||||
| Sale of Stock | $ | $ | $ | |||||||||||||||||
| Shares issue for Services | $ | $ | ||||||||||||||||||
| Net Income (Loss) | — | $ | $ | |||||||||||||||||
| Balance April 30, 2025 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Sale of Stock | — | |||||||||||||||||||
| Shares Issues for Services | — | |||||||||||||||||||
| Net Income (Loss) | — | $ | $ | |||||||||||||||||
| Balance July 31, 2026 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Balance October 31, 2025 | ( | ) | ||||||||||||||||||
| Sale of stock | — | |||||||||||||||||||
| Shares issued for Services | — | |||||||||||||||||||
| Net Income (Loss) | — | |||||||||||||||||||
| Balance January 31, 2026 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Sale of Stock | — | $ | $ | $ | ||||||||||||||||
| Stock issued for Commission | — | $ | $ | $ | ||||||||||||||||
| Net Income (Loss) | $ | $ | ||||||||||||||||||
| Balance April 30, 2026 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Sale of Stock | — | $ | $ | $ | $ | |||||||||||||||
| Stock Issued for Services | — | $ | $ | $ | $ | |||||||||||||||
| Net Income (Loss) | — | $ | $ | |||||||||||||||||
| Balance July 31, 2026 | $ | $ | $ | $ | ||||||||||||||||
See accompanying notes to financial statements.
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INNOVATIVE DESIGNS, INC.
Statements of Cash Flows
For the Nine Months Ended July 31, 2026 and 2025
(Unaudited)
| 2025 | 2025 | |||||||
| Cash flows from operating activities | ||||||||
| Net income (loss) | $ | $ | ||||||
| Stock issuance for services | ||||||||
| Depreciation | ||||||||
| Gain on sale of assets | ||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
| Accounts receivable and other receivables | ||||||||
| Inventory | ||||||||
| Deposits in inventory | ( | ) | ( | ) | ||||
| Credit card payable | ( | ) | ( | ) | ||||
| Accounts payable and accrued expenses | ||||||||
| Net cash provided by (used in) operating activities | ||||||||
| Cash flows from investing activities | ||||||||
| Purchase of assets | ( | ) | ( | ) | ||||
| Deposits on equipment | ( | ) | ||||||
| Investments | ( | ) | ||||||
| Net cash provided by (used in) financing activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities | ||||||||
| Proceeds from sale of stock | ||||||||
| Payment on notes payable | ( | ) | ( | ) | ||||
| Increase (Decrease) in reserve for unpaid debt | ||||||||
| Net cash provided by (used in) investing activities | ( | ) | ||||||
| Net change in cash and cash equivalents | ||||||||
| Cash and cash equivalents, beginning of period | ||||||||
| Cash and cash equivalents, end of period | $ | $ | ||||||
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INNOVATIVE DESIGNS, INC.
Notes to the Condensed Financial Statements
For the Period Ended July 31, 2026
NOTE 1 - BASIS OF PRESENTATION
In the opinion of management, the accompanying unaudited financial statements contain all adjustments necessary to present fairly Innovative Designs, Inc.’s (the “Company”) financial position as of July 31, 2026, the changes therein for the three-month periods that ended and the results of operations for the three-month periods ended July 31, 2026.
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 accepted accounting principles in the United States of America. For additional information, reference is made to the Company’s annual report on Form 10-K for the fiscal year ending October 31, 2025. The results of operations for the three-month period ending July 31, 2026, are not necessarily indicative of operating results for the full year.
The Company’s unaudited condensed financial statements have been prepared in accordance with GAAP and pursuant to the rules and regulations of the SEC. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted from this report, as is permitted by such rules and regulations. Accordingly, these consolidated financial statements should be read in conjunction with the audited financial statements as of and for the year ended October 31, 2025, and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended October 31, 2025, filed with the SEC on January 30, 2026 (the “2025 Annual Report”). The results for any interim period are not necessarily indicative of results for any future period.
The unaudited condensed financial statements have been prepared on the same basis as the audited financial statements. In the opinion of the Company’s management, the accompanying unaudited consolidated financial statements contain all adjustments that are necessary to present fairly the Company’s financial position and results of operations for the interim periods presented. The results for the three months ended July 31, 2026, are not necessarily indicative of the results for the year ending October 31, 2025, or for any future period.
As of July 31, 2026, there have been no material changes in the Company’s significant accounting policies from those that were disclosed in the 2025 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 $
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 $
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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, 2026 and October 31, 2025 of $
Management will continue to evaluate its obsolete inventory
reserve throughout the year and make adjustments as needed. As of July 31, 2026, the total value of the inventory on hand prior to the
allowance for obsolete inventory is $
NOTE 5 – WARRANTIES
The Company provides a ten-year limited warranty covering defects in workmanship. These warranties are included in the contract and do not provide customers with a service in addition to assurance of compliance with 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 to evaluate the need for a warranty reserve throughout the year and make adjustments as needed.
NOTE 6 – NOTES PAYABLE
In January 2013, the Company entered into a loan agreement
with Corinthian Development for $
As of July 31, 2026, all notes payables are up to date.
NOTE 7 – REVENUES
Revenues are measured based on the amount of consideration specified in a contract with a customer. The Company recognizes revenue when and as performance obligations (i.e., obligations to transfer goods and/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 evaluates whether two or more contracts should be combined and accounted for as a single contract and whether a combined or single contract should be accounted for as more than one performance obligation. This evaluation requires significant judgment, and the decision to combine contracts or separate a combined or single contract into multiple performance obligations could change the amount of revenue and profit recorded in a given period. Contracts are considered to contain a single performance obligation if the promise to transfer individual goods or services is not separately identifiable from other promises in the contracts.
For contracts with multiple performance obligations, the Company allocates the transaction price to each performance obligation using the best estimate of the standalone selling price of each distinct good or service in the contract.
The Company calculates net 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
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NOTE 9 – INCOME TAXES
The Company accounts for income taxes in accordance with FASB ASC Topic 740 ”Income Taxes”, which requires an asset and liability approach for financial reporting purposes.
Deferred income taxes are provided for differences between the tax bases of assets and liabilities and the financial reporting amounts at the end of the period, and for net operating loss and tax credit carryforwards available to offset future taxable income. Changes in enacted tax rates or laws result in adjustments to recorded deferred tax assets and liabilities in the periods in which the tax laws are enacted or tax rates are changed. The Company will continue to evaluate its income tax 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 $
NOTE 11 – COMMON STOCK
As of July 31, 2026, the total stock issued is
NOTE 12 – DEPOSITS ON EQUIPMENT
On July 12, 2015, the Company reached an agreement with
Ketut Jaya to purchase the machinery and equipment utilized to produce the INSULTEX material. The purchase price is $
During the fiscal year ended October 31, 2022, the Company
made deposits on a separate piece of equipment of $
There have been no additional deposits made as of July 31, 2026
Total overall deposits on equipment as of July 31, 2026
and October 31, 2025 were $
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
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The Company entered into a lease for office space at the time the Company was 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 asset and 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 value and energy efficiency of its INSULTEX house wrap products. The complaint asks to redress a rescission of revenue the Company received from the sale of the house wrap and a permanent injunction. On September 24, 2020, a judgment was entered in favor of the Company as to all claims set forth in the FTC complaint. It was further ordered that as there were no remaining claims in the action the case shall be marked as closed.
On November 23, 2020, the Company was informed that the FTC had filed a notice of appeal in regard to the case. The appeal is from the District Court’s September 24, 2020, Order granting the Company’s Motion for Judgment on Partial Findings Pursuant to Fed. R. Civ. P. 52(c) and subsequent Judgment in favor of the Company and from the District Court’s February 14, 2020, striking Dr. David Yarbrough’s expert testimony made on 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 of Appeals for the Third District affirmed the District Court’s ruling in favor of the Registrant. The ruling was in connection with the FTC complaint filed against the Registrant in November 2016, alleging, among other matters, that the Registrant did not have substantiation for 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
$
As of July 31, 2026, there are no additional or current legal proceedings.
NOTE 15 – ADOPTED PRONOUNCEMENT
The requirements of the following FASB statement were adopted for the Company’s condensed financial statements:
In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, ”Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”). ASU 2016-13 introduces a new impairment model, the current expected credit loss (“CECL”) model. The model applies to most assets that are measured at amortized cost and requires those assets to be presented at the net amount expected to be collected. In addition, credit losses on available-for-sale debt securities are to be recognized through an allowance account. ASU 2016-13 also expands existing disclosure requirements. ASU 2016-13 is effective for fiscal years beginning after December 15, 2022, and interim periods therein, and requires retrospective application. The Company adopted the new 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 Topic 855, ”Subsequent Events”, through the date financial statements were available to be issued. The Company identified no material subsequent events that require recognition or disclosure except the following:
As of July 31, 2026, there are no material subsequent events to report
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
General
The following information should be read in conjunction with the financial statements and the notes thereto and in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended October 31, 2025.
Forward-Looking Statements
This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact, including statements regarding future results of operation, made in this Quarterly Report on Form 10-Q are forward-looking statements. We use words such as expects, believes, intends, and similar expressions to identify forward-looking statements. Forward looking-looking statements reflect management’s current expectations and are inherently uncertain. Actual results could differ materially for a variety of reasons, including, among others, competition in our cold weather markets, our ability to sell out HouseWrap product line, our inability to secure sufficient funding to maintain and/or expand our current level of operations and the seasonality of our cold weather product line. These risks and uncertainties, as well as other risks and uncertainties that could cause our actual results to differ significantly from management’s expectations, are described in greater detail in our Annual Report on Form 10-K for the fiscal year ended October 31, 2021. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, 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, and cold weather gear called “Arctic Armor” that are made from IINSULTEX, a material with buoyancy, scent block and thermal resistant properties. We also market our House Wrap product line, which is a building material with thermal qualities. House Wrap is also made from IINSULTEX. We obtain IINSULTEX through a license agreement with the owner and manufacturer of the material. Since our formation we have devoted 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, 2026, with the Nine-Month Period Ended July 31, 2025.
The following table shows a comparison of the results of operations between the Nine month periods ended July 31, 2026, and July 31, 2025:
| Three Month | Three Month | |||||||||||||||||||||||
| Ended | % | Ended | % | Increase | ||||||||||||||||||||
| 7/31/2026 | of sales | 7/31/2025 | of sales | (Decrease) | % Change | |||||||||||||||||||
| REVENUE - NET | 2,199,114 | 100.0 | % | 1,952,921 | 100.0 | % | 246,193 | 12.6 | % | |||||||||||||||
| OPERATING EXPENSES | ||||||||||||||||||||||||
| Cost of sales | 1,085,381 | 49.4 | % | 983,004 | 50.3 | % | 102,377 | 10.4 | % | |||||||||||||||
| Selling and G&A expenses | 790,588 | 35.9 | % | 664,725 | 34.1 | % | 125,863 | 18.9 | % | |||||||||||||||
| Total Operating Expenses | 1,875,969 | 85.3 | % | 1,647,729 | 84.4 | % | 228,240 | 13.8 | % | |||||||||||||||
| Income (loss) from operations | 323,145 | 14.7 | % | 305,192 | 15.6 | % | (91,975 | ) | -45.8 | % | ||||||||||||||
| Other income (expenses) | ||||||||||||||||||||||||
| Miscellaneous income (expense) | 6,300 | 0.3 | % | 3,664 | 0.2 | % | 2,636 | 71.9 | % | |||||||||||||||
| Interest expense | (5,879 | ) | -0.3 | % | — | 0.0 | % | (5,879 | ) | -100.0 | % | |||||||||||||
| Depreciation | (9,838 | ) | -0.4 | % | (6,003 | ) | -0.3 | % | (3,835 | ) | -63.9 | % | ||||||||||||
| Total other income (expense) | (9,417 | ) | -0.4 | % | (2,339 | ) | -0.1 | % | (7,078 | ) | -302.6 | % | ||||||||||||
| Net income (loss) | 313,728 | 14.3 | % | 302,853 | 15.5 | % | 10,875 | 3.6 | % | |||||||||||||||
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Revenues for the nine-month period ended July 31, 2026, were $2,199,114 compared to revenues of $1,952,921 for the nine-month period ended July 31, 2025. The increase in revenue is attributable solely to an increase in sales of our House wrap product line.
Our costs of sale, selling, general and administrative expenses (“SG&A”) were $790,588 for the nine months ended July 31, 2026, compared to $664,725 for the nine-month period ended July 31, 2025. In February of 2024, we hired a son of our former CEO as a consultant to increase the sales.
Liquidity and Capital Resources
During the nine-month period ended July 31, 2026, we funded our operations from revenues.
Short Term: We will continue to fund our operations from sales and the sale of our securities. We continue to pay our creditors when payments are due. We will require more funds to be able to order the material for our Insultex products and to purchase equipment needed for the manufacture of the Insultex product. The Company reached an agreement with the manufacturer of the Insultex material to purchase a machine capable of producing the Insultex material. Also included in the proposed agreement will be the propriety formula that creates Insultex. The Company took delivery of the equipment in December 2015. The Company 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 factors affecting the time estimate are the financial resources available to the Company, finding a suitable facility and bringing technical personnel from abroad to install the equipment. The Company has currently made deposits of $662,944 on the equipment. The Company will produce Insultex under its own brand name. See Note 13 of the Notes to the Condensed Financial Statements.
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 borrowing and /or increased sales, our operations would be severely affected as we would not be able to fund our purchase orders to our suppliers for 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 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 are material to investors.
Critical Accounting Policies and Estimates
Revenue Recognition: We recognize revenue from product sales when all of 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 Source for 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 Key Personnel. 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.
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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 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: September 15, 2026 | |
| Joseph A. Riccelli | |
| Chief Executive Officer | |
| Chief Financial Officer |
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