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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 April 30, 2026 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 April 30, 2026,
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 ☒
Innovative Designs, Inc.
Index
Form 10-Q for the Quarter Ended April 30, 2026
| |
Part I --
Financial Information |
Page
No. |
| |
|
|
| Item 1. |
Condensed Financial Statements (Unaudited) |
3 |
| |
|
|
| |
Condensed Balance Sheets as of April 30, 2026 (Unaudited) And October 31, 2025 |
3 |
| |
|
|
| |
Condensed Statements of Operations for the Three Month Periods Ended April 30, 2026 and 2025 (Unaudited) |
4 |
| |
|
|
| |
Condensed Statements of Changes in Stockholders’ Equity as of April30, 2026 (Unaudited) and October 31, 2025 |
5 |
| |
|
|
| |
Condensed Statements of Cash Flows for the Three Month Periods Ended April 30, 2026 and 2025 (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 |
15 |
| |
|
|
| Items |
1, 2, 3, 4, 4T and 5. |
15 |
| |
|
|
| Item
6. |
Exhibits |
16 |
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
INNOVATIVE DESIGNS, INC.
Condensed Balance Sheets
As of April 30, 2026 (Unaudited) and October 31, 2025
(Audited)
| |
|
|
|
|
|
|
|
|
| |
|
April 30, 2026 |
|
October 31, 2025 |
| Assets |
|
|
|
|
|
|
|
|
| Current assets |
|
|
|
|
|
|
|
|
| Cash and Cash Equivalents |
|
$ |
358,308 |
|
|
$ |
605,052 |
|
| Accounts Receivable, Net |
|
|
661,375 |
|
|
|
344,700 |
|
| Inventory, Net |
|
|
579,366 |
|
|
|
537,713 |
|
| Other Current Assets |
|
|
62,361 |
|
|
|
31,078 |
|
| Total current assets |
|
|
1,661,410 |
|
|
|
1,518,543 |
|
| Long-Term Assets |
|
|
|
|
|
|
|
|
| Property, Plant, and Equipment, Net |
|
|
94,488 |
|
|
|
30,530 |
|
| Deposits on Inventory |
|
|
78,047 |
|
|
|
— |
|
| Deposits on Equipment |
|
|
702,083 |
|
|
|
662,944 |
|
| Total Long-Term Assets |
|
|
874,618 |
|
|
|
693,474 |
|
| Total assets |
|
$ |
2,536,028 |
|
|
$ |
2,212,017 |
|
| |
|
|
|
|
|
|
|
|
| Liabilities and Stockholders’ Deficit |
|
|
|
|
|
|
|
|
| Current liabilities |
|
|
|
|
|
|
|
|
| Credit Cards |
|
$ |
17,443 |
|
|
$ |
11,964 |
|
| Accounts Payable |
|
|
116,446 |
|
|
|
78,750 |
|
| Other current Liabilities |
|
|
61,959 |
|
|
|
38,824 |
|
| Total current liabilities |
|
|
195,848 |
|
|
|
129,538 |
|
| Long-Term Liabilities |
|
|
|
|
|
|
|
|
| Reserve for unpaid debt |
|
|
12,900 |
|
|
|
12,900 |
|
| Long-Term Shareholder Loans |
|
|
— |
|
|
|
10,000 |
|
| Total Long-Term Liabilities |
|
|
12,900 |
|
|
|
22,900 |
|
| Total liabilities |
|
|
208,748 |
|
|
|
152,438 |
|
| |
|
|
|
|
|
|
|
|
| Stockholders’ deficit |
|
|
|
|
|
|
|
|
| Common stock, $0.0001 par value; 100,000,000 shares authorized; 38,504,003 and 38,504,003 shares issued and outstanding as of April 30, 2026 and October 31, 2025, respectively |
|
|
3,850 |
|
|
|
3,850 |
|
| Additional paid-in capital |
|
|
12,101,059 |
|
|
|
12,101,059 |
|
| Accumulated deficit |
|
|
(9,777,629 |
) |
|
|
(10,045,330 |
) |
| Total stockholders’ deficit |
|
|
2,327,280 |
|
|
|
2,059,579 |
|
| Total liabilities and stockholders’ deficit |
|
$ |
2,536,028 |
|
|
$ |
2,212,017 |
|
See accompanying notes to financial statements.
INNOVATIVE DESIGNS, INC.
Condensed Statements
of Operations
For the Six Months Ended April 30, 2026,
and 2025
(Unaudited)
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
For the Six Months ended April 30, |
|
For the
Three Months Ended
April 30, |
| |
|
2026 |
|
2025 |
|
2026 |
|
2025 |
| |
|
|
|
|
|
|
|
|
| REVENUES, net |
|
$ |
1,440,867 |
|
|
$ |
1,326,451 |
|
|
$ |
808,666 |
|
|
$ |
796,369 |
|
| OPERATING EXPENSES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Cost of sales |
|
|
662,401 |
|
|
|
626,902 |
|
|
|
414,835 |
|
|
|
395,872 |
|
| SG&A Expense |
|
|
501,689 |
|
|
|
471,922 |
|
|
|
285,133 |
|
|
|
199,824 |
|
| Total operating expenses |
|
|
1,164,090 |
|
|
|
1,098,824 |
|
|
|
699,968 |
|
|
|
595,696 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Income (loss) from operations |
|
|
276,777 |
|
|
|
227,627 |
|
|
|
108,698 |
|
|
|
200,673 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| OTHER INCOME (EXPENSES) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Cash Rewards |
|
|
|
|
|
|
153 |
|
|
|
|
|
|
|
153 |
|
| Interest Income |
|
|
2,909 |
|
|
|
|
|
|
|
1,634 |
|
|
|
|
|
| Interest expense |
|
|
(4,339 |
) |
|
|
2,587 |
|
|
|
(2,151 |
) |
|
|
5,849 |
|
| Depreciation |
|
|
(7,646 |
) |
|
|
(3,811 |
) |
|
|
(2,121 |
) |
|
|
(2,487 |
) |
| Total other income (expense) |
|
|
(9,076 |
) |
|
|
(1,071 |
) |
|
|
(2,638 |
) |
|
|
3,515 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net income (loss) |
|
$ |
267,701 |
|
|
$ |
226,556 |
|
|
$ |
106,060 |
|
|
$ |
204,188 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Loss per share of common stock - Basic and diluted |
|
$ |
0.000 |
|
|
$ |
0.000 |
|
|
$ |
0.01 |
|
|
$ |
0.001 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Weighted average shares of common stock - Basic |
|
|
38,504,336 |
|
|
|
38,504,336 |
|
|
|
38,504,336 |
|
|
|
38,504,336 |
|
| - Diluted |
|
|
38,504,336 |
|
|
|
38,504,336 |
|
|
|
|
|
|
|
|
|
See accompanying notes to financial statements.
INNOVATIVE DESIGNS, INC.
Condensed Statements of Changes in Stockholders’
Equity
Six Months Ended April 30, 2026, and 2025
(Unaudited)
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Common Stock |
|
Additional Paid in |
|
Accumulated |
|
Total Stockholders’ |
| |
|
Shares |
|
Amount |
|
Capital |
|
Deficit |
|
Deficit |
| 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) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
36,202 |
|
|
|
36,202 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balance January 31, 2025 |
|
|
38,304,003 |
|
|
|
3,830 |
|
|
|
12,061,079 |
|
|
|
(10,503,831 |
) |
|
|
1,561,078 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Sale of Stock |
|
|
50,000 |
|
|
$ |
5 |
|
|
$ |
9,995 |
|
|
|
— |
|
|
$ |
10,000 |
|
| Shares issue for Services |
|
|
150,000 |
|
|
$ |
15 |
|
|
|
29,985 |
|
|
|
|
|
|
$ |
30,000 |
|
| Net Income (Loss) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
$ |
204,188 |
|
|
$ |
204,189 |
|
| Balance April 30, 2025 |
|
|
38,504,003 |
|
|
$ |
3,850 |
|
|
$ |
12,101,059 |
|
|
$ |
(10,299,643 |
) |
|
$ |
1,805,266 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balance October 31, 2025 |
|
|
38,504,003 |
|
|
|
3,850 |
|
|
|
12,101,059 |
|
|
|
(10,045,330 |
) |
|
|
2,059,579 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Sale of stock |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Shares issued for Services |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Net Income (Loss) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
161,641 |
|
|
|
161,641 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balance January 31, 2026 |
|
|
38,504,003 |
|
|
$ |
3,850 |
|
|
$ |
12,101,059 |
|
|
$ |
(9,883,689 |
) |
|
$ |
2,221,220 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Sale of Stock |
|
|
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
|
|
|
|
$ |
— |
|
| Stock issued for Commission |
|
|
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
|
|
|
|
$ |
— |
|
| Net Income (Loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
106,060 |
|
|
$ |
106,060 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balance April 30, 2026 |
|
|
38,504,003 |
|
|
$ |
3,850 |
|
|
$ |
12,101,059 |
|
|
$ |
(9,777,629 |
) |
|
$ |
2,327,280 |
|
See accompanying notes to financial statements.
INNOVATIVE DESIGNS, INC.
Statements of Cash Flows
For the Six Months Ended April 30, 2026 and
2025
(Unaudited)
| |
|
|
|
|
|
|
|
|
| |
|
2026 |
|
2025 |
| Cash flows from operating activities |
|
|
|
|
|
|
|
|
| Net income (loss) |
|
$ |
267,701 |
|
|
$ |
226,556 |
|
| Stock issuance for services |
|
|
— |
|
|
|
82,000 |
|
| Depreciation |
|
|
7,646 |
|
|
|
3,811 |
|
| Gain on sale of assets |
|
|
— |
|
|
|
— |
|
| Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
| Accounts receivable and other receivables |
|
|
(326,675 |
) |
|
|
(384,851 |
) |
| Inventory |
|
|
(41,653 |
) |
|
|
67,203 |
|
| Deposits in inventory |
|
|
(78,047 |
) |
|
|
(58,000 |
) |
| Credit card payable |
|
|
5,478 |
|
|
|
(42,591 |
) |
| Accounts payable and accrued expenses |
|
|
39,548 |
|
|
|
(23,589 |
) |
| Net cash provided by (used in) operating activities |
|
|
(126,002 |
) |
|
|
(129,461 |
) |
| |
|
|
|
|
|
|
|
|
| Cash flows from investing activities |
|
|
|
|
|
|
|
|
| Purchase of assets |
|
|
(71,603 |
) |
|
|
(10,666 |
) |
| Deposits on equipment |
|
|
(39,139 |
) |
|
|
— |
|
| Proceeds from sale of equipment |
|
|
— |
|
|
|
— |
|
| Net cash provided by (used in) financing activities |
|
|
(110,742 |
) |
|
|
(10,666 |
) |
| |
|
|
|
|
|
|
|
|
| Cash flows from financing activities |
|
|
|
|
|
|
|
|
| Proceeds from sale of stock |
|
|
— |
|
|
|
40,000 |
|
| Payment on shareholder advances |
|
|
(10,000 |
) |
|
|
— |
|
| Increase (Decrease) in reserve for unpaid debt |
|
|
— |
|
|
|
12,900 |
|
| Net cash provided by (used in) investing activities |
|
|
(10,000 |
) |
|
|
52,900 |
|
| |
|
|
|
|
|
|
|
|
| Net change in cash and cash equivalents |
|
|
(246,744 |
) |
|
|
(87,227 |
) |
| Cash and cash equivalents, beginning of period |
|
|
605,052 |
|
|
|
201,765 |
|
| Cash and cash equivalents, end of period |
|
$ |
358,308 |
|
|
$ |
114,538 |
|
INNOVATIVE DESIGNS, INC.
Notes to the Condensed Financial Statements
For the Period Ended April 30, 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 April 30, 2026, the changes therein for the three-month periods that ended and the results of operations for
the three-month periods ended April 30, 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 April 30, 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 April 30, 2026,
are not necessarily indicative of the results for the year ending October 31, 2025, or for any future period.
As of April 30, 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 $267,201 and a negative cash flow of $126,002 from operation activities for the three-month
period ending April 30, 2026. In addition, the Company has an accumulated deficit of ($9,777,629). Management’s plans include cash
receipts through sales, sales of Company stock, and borrowings from private parties. 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 April 30, 2026, and no balances over 90 days as of October 31, 2025. As of April 30, 2026, the balance of accounts receivable
was $661,375, net of allowances.
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 April 30, 2026 and October 31, 2025 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 April 30, 2026, the total value of the inventory on hand prior to the
allowance for obsolete inventory is $579,366.
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 $20,000 to fund operations of the Company. This loan is due on demand, including interest at an annual
rate of 10% with an original maturity date of May 2013. This loan was extended through a verbal agreement and currently has no set maturity
date. On February 27, 2026, the loan was paid back in full. As of April 30, 2026, the balance of the loan was $0.
As of April 30, 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.
NOTE 8 – EARNINGS PER SHARE
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 2,549,443 and 2,429,443 as
of April 30, 2026, and October 31, 2025, 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 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 $59,183 and $36,775 for the three-month ended April 30, 2026 and 2025, respectively.
NOTE 11 – COMMON STOCK
As of April 30, 2026, 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 to purchase the machinery and equipment utilized to produce the INSULTEX material. The purchase price is $700,000 and
to be made in 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 $100,000
is to be made once the machinery and equipment is producing INSULTEX, and the fourth and final installment of $100,000 is to be made after
the first commercial production run of INSULTEX is completed. As of October 31, 2018, the Company has made payments of $500,000 in
accordance 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. On January 12, 2026, a payment in the amount of $39,139 was made to complete the purchase
of this equipment. The company does not currently have this equipment in their possession and expect to acquire it in the near future.
There have been no additional deposits made as
of April 30, 2026
Total overall deposits on equipment as of April 30, 2026
and October 31, 2025 were $702,083 and $662,944, respectively.
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 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
$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 April 30, 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 April 30, 2026,
there are no material subsequent events to report
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 Three-Month Period Ended April 30, 2026, with the Three-Month Period Ended April 30, 2025.
The following
table shows a comparison of the results of operations between the three month periods ended April 30, 2026, and April 30, 2025:
| |
|
Three Month |
|
|
|
Three Month |
|
|
|
|
|
|
| |
|
Ended |
|
% |
|
Ended |
|
% |
|
Increase |
|
|
| |
|
4/31/2026 |
|
of sales |
|
4/31/2025 |
|
of sales |
|
(Decrease) |
|
% Change |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| REVENUE - NET |
|
|
808,666 |
|
|
|
100.0 |
% |
|
|
796,369 |
|
|
|
100.0 |
% |
|
|
12,297 |
|
|
|
15.4 |
% |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| OPERATING EXPENSES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Cost of sales |
|
|
414,835 |
|
|
|
51.3 |
% |
|
|
395,872 |
|
|
|
49.7 |
% |
|
|
18,963 |
|
|
|
4.8 |
% |
| Selling and G&A expenses |
|
|
285,133 |
|
|
|
35.3 |
% |
|
|
199,824 |
|
|
|
25.1 |
% |
|
|
85,309 |
|
|
|
42.7 |
% |
| Total Operating Expenses |
|
|
699,968 |
|
|
|
86.6 |
% |
|
|
595,696 |
|
|
|
74.8 |
% |
|
|
104,272 |
|
|
|
17.5 |
% |
| Income (loss) from operations |
|
|
108,698 |
|
|
|
13.4 |
% |
|
|
200,673 |
|
|
|
25.2 |
% |
|
|
(91,975 |
) |
|
|
-45.8 |
% |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Other income (expenses) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Miscellaneous income (expense) |
|
|
1,634 |
|
|
|
0.1 |
% |
|
|
153 |
|
|
|
0.0 |
% |
|
|
1,481 |
|
|
|
968.0 |
% |
| Interest expense |
|
|
(2,151 |
) |
|
|
-0.2 |
% |
|
|
5,849 |
|
|
|
0.7 |
% |
|
|
(8,000 |
) |
|
|
-136.8 |
% |
| Depreciation |
|
|
(2,121 |
) |
|
|
-0.2 |
% |
|
|
(2,487 |
) |
|
|
-0.3 |
% |
|
|
366 |
|
|
|
14.7 |
% |
| Total other income (expense) |
|
|
(2,638 |
) |
|
|
0.3 |
% |
|
|
3,515 |
|
|
|
0.4 |
% |
|
|
(1,853 |
) |
|
|
-40.4 |
% |
| Net income (loss) |
|
|
106,060 |
|
|
|
13.1 |
% |
|
|
204,188 |
|
|
|
25.6 |
% |
|
|
(98,128 |
) |
|
|
-48.1 |
% |
Revenues
for the three-month period ended April 30, 2026, were $808,666 compared to revenues of $796,369 for the three-month period ended April
30, 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 $285,133 for the three months ended April 30, 2026,
compared to $199,824 for the three-month period ended January 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
three-month period ended April 30, 2026, we funded our operations from revenues and the sale of our common stock.
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 $652,944 on the equipment. The Company will produce Insultex under its own brand name. See Note 13 of the Notes to the Condensed Financial
Statements.
The new quality
control testing equipment for our House Wrap Product line has been built. We have reached an agreement with the vendor on the final amount.
As of April 30, 2026, we have paid approximately $39,139 in deposits for the equipment. We expect to accept delivery of the equipment
when we are able to reach an agreement with a testing laboratory that will house the equipment. Once the equipment is installed it will
have to go through a certification process before we will be able to conduct tests on our Insultex products. Once the testing equipment
is certified, we intend to begin the process of having Insulted certified by ICC Evaluation Services, LLC (“ICC-ES”). ICC-ES
certifies, among other items, building materials and products of which our House Wrap falls under. The reason we need to have ICC-ES certification
is that we believe in order to get large orders for House Wrap, ICC-ES certification will be required. The other component part of the
Housewrap produced by a third party is ICC-Es certified. 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 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.
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.
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 |
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: June 16, 2026 |
|
| |
|
| |
Joseph A. Riccelli |
| |
Chief Executive Officer |
| |
Chief Financial Officer |
17