A UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM FORM 10-Q

For the quarterly period ended January 31, 20182021

OR

For the transition period from _______ to ________.

Commission File Number: 000-51791

INNOVATIVE DESIGNS, INC.

(Exact Name of Registrant as Specified in its Charter)

124 Cherry Street

Pittsburgh, Pennsylvania15223

(Address of Principal Executive Offices, Zip Code)

(412) (412) 799-0350

(Issuer’s Phone Number Including Area Code)

N/A

(Former Name or Former Address, 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☒   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.company. See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting Company” in Rule 12b-2 of the Exchange Act.

(Check One)

☐

(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 Exchange Act). YES ☐ NO ☒

As of March 12, 2017,September 13, 2021, there were 27,049,56032,741,560 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 January 31, 20182021

ITEM 1. CONDENSED FINANCIAL STATEMENTS

INNOVATIVE DESIGNS, INC.

CONDENSED BALANCE SHEETS

January 31, 2018 (Unaudited) and October 31, 2017

The accompanying notes are an integral part of these condensed financial statements.

INNOVATIVE DESIGNS, INC. 

CONDENSED STATEMENTS OF OPERATIONS

Three Month Period Ended January 31, 2018 and 2017 (Unaudited)

The accompanying notes are an integral part of these condensed financial statements.

INNOVATIVE DESIGNS, INC.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY 

January 31, 2018 (Unaudited) and October 31, 2017

The accompanying notes are an integral part of these condensed financial statements.

INNOVATIVE DESIGNS, INC.

CONDENSED STATEMENTS OF CASH FLOWS

Three Month Period Ended January 31, 2018 and 2017 (Unaudited)

The accompanying notes are an integral part of these condensed financial statements.

INNOVATIVE DESIGNS, INC. 

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

Three Month PeriodPeriods Ended January 31, 20182021 and 20172020 (Unaudited)

In the opinion of management, the accompanying unaudited financial statements contain all adjustments necessary to present fairly Innovative Designs, Inc.'s financial position as of January 31, 2021, the changes therein for the three periods then ended and the results of operations for the three periods ended January, 2021 and 2020.

The financial statements included in the Form 10-Q are presented in accordance with the requirements of the Form and do not include all of the disclosures required by accounting principles generally accepted in the United States of America. For additional information, reference is made to the Innovative Designs, Inc.'s annual report on Form 10-K for the fiscal year ended October 31, 2020. The results of operations for the three periods ended January, 2021 and 2020 are not necessarily indicative of operating results for the full year.

During the quarter ended April 30, 2019, the Company implemented Accounting Standards Update 2016-02, Leases. Under the new guidance, a lessee must be recorded a liability for lease payments (referred to as the lease liability) and an asset for the right to use the leased asset during the lease term (referred to at the right of use asset) for all leases, regardless of whether they are designated as finance or operating leases. This election requires the lessee to recognize lease expense on a straight-line basis over the lease term. The right of use assets and corresponding right of use liabilities have been recorded using the present value of the leases. See Notes 11 and 12 within the financial statement for additional disclosure on leases

These 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 loss of ($35,965) and a negative cash flow from operations of ($36,899) for the three month period ended January 31, 2021. In addition, the Company has an accumulated deficit of ($9,765,993). 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 financial statements. These 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.

Management 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 of $5,860 January 31, 2021 and October 31, 2020, respectively. Management has applied an allowance on all balances in excess of 90 days.

INNOVATIVE DESIGNS, INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

Three Month Periods Ended January 31, 2021 and 2020 (Unaudited)

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 selling of its hunting and swimming line of apparel. The Company has booked a reserve against apparel inventory at January 31, 2020 and October 31, 2019 of $75,468. Management has determined that no allowance is currently necessary on their House Wrap Inventory. Management will continue to evaluate its obsolete inventory reserve throughout the year and make adjustments as needed.

The Company calculates net income (loss) per share in accordance with Financial Accounting Standards Board (“FASB”('FASB') Accounting Standard Codification (“ASC”('ASC') Topic 260“Earnings'Earnings per Share”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. As a result, diluted earnings per share was not calculated.

The Company accounts for income taxes in accordance with ASC Topic 740“Income Taxes”'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.

INNOVATIVE DESIGNS, INC. 

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

Three Month Period Ended January 31, 2018 and 2017 (Unaudited)

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 $5,500$3,007 and $7,900$2,800 for the three month periods ended January 31, 20182021 and 2017,2020, respectively.

INNOVATIVE DESIGNS, INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS 

Three Month Periods Ended January 31, 2021 and 2020 (Unaudited)

During the three month period ended January 31, 2018,2021, the Company sold 351,000100,000 shares of common stock to threeone investors for total proceeds of $111,560.$25,000. The stock was issued for prices from $0.30 - $0.32$0.25 per share. In addition, the Company issued 50,000 shares to one individual for services performed during the period. The shares issued were valued at $0.40 per share for a price of $20,000. We believe that Section 4(2) of the Securities Act of 1933, as amended, was available because these transactions did not involve a public offering and there was no general solicitation or general advertising involved in these transactions. We placed legends on the stock certificates stating that the securities were not registered under the Securities Act and set forth the restrictions on their transferability and sale.

During the three month period ended January 31, 20172020, the Company sold 300,000 shares of common stock to nine investors for total proceeds of $49,000. The stock was issued no stock.between $0.15 and $0.17 per share.

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$700,000 which was to be paid in four installments. The first installment of $300,000$300,000 was to be paid at the execution of the agreement. The second installment of $200,000 $200,000 was to be paid when the machinery and equipment is ready to be shipped to the United States. The third installment of $100,000$100,000 is to be paid once the machinery and equipment is producing INSULTEX, and the fourth and final installment of $100,000$100,000 is to be made after the first commercial production run of INSULTEX is completed. As of January 31, 2018,2021, the Company has made payments of $500,000$500,000 in accordance with the agreement and made an advanced payment of $100,000a $100,000 pre-payment as the machine is not yet producing INSULTEX. Additionally, the Company has incurred $17,000$17,000 of additional expenses related to shipping, site improvements and installation of the equipment. Due to various environmental regulations regarding propane emitted from the machine into the air and other costs to assemble the machine the Company expects to incur costs in excess of the current deposit agreement. Management of the Company currently cannot reasonably estimate the costs. During the six month period ended April 30, 2019 Management decided to sell the machine. The shipping and other purchase costs associated with the purchase of the machine that were originally capitalized as part of the machine cost that were written off. The total loss on impairment for the six month period ended April 30, 2019 was $17,000. In July 2021, management has decided that it is no longer selling this equipment and is moving forward with plans of putting it in service in the future.

The Company entered into a month to month verbal lease at the time the Company was formed that is classified as right of use asset and lease liability. The lease for the Company's office space is estimated to be through June 2022. In accordance with ASU 2016-02, the Company calculated the present value of the leases using the average commercial real estate interest rate of 5.50% at the commencement of the office lease. Applying the commercial rate, the Company calculated the present value of $150,496 for the office lease as of April 30, 2020.

INNOVATIVE DESIGNS, INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS 

Three Month Periods Ended January 31, 2021 and 2020 (Unaudited)

As of January 31, 2021, the right of use assets associated with future operating lease is as follows:

Total amortization expense related to the right of use assets under the verbal lease agreement was $9,495 and $8,825 for the three month periods ended January 31, 2021 and 2020, respectively.

Future amortization of the right of use asset as of January 31, 2021 is as follows:

As disclosed in Note 11, the Company entered into a verbal lease for office space prior to the quarter ended January 31, 2020 that is classified as a right of use asset and lease liability.

As of January 31, 2021, the lease liability associated with future payments due under the verbal lease is as follows:

INNOVATIVE DESIGNS, INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS 

Three Month Periods Ended January 31, 2021 and 2020 (Unaudited)

Total maturities of lease liability as of January 31, 2021 are as follows:

We have organized our operations into two2 segments. We rely on an internal management reporting process that provides segment information for purposes of making financial decisions and allocating resources.

INNOVATIVE DESIGNS, INC. 

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

Three Month Period Ended January 31, 2018 and 2017 (Unaudited)resources.

The following tables present our business segment information for the three month periodperiods ended January 31, 20182021 and 2017:2020:

INNOVATIVE DESIGNS, INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS 

Three Month Periods Ended January 31, 2021 and 2020 (Unaudited)

On November 4, 2016, the Federal Trade Commission (FTC)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 doesdid 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 as to redress ofa rescission of revenue the Company received from the sale of House Wrap and a permanent injunction. The parties are currentlyOn September 24, 2020, a judgment was entered in favor of the Company as to all claims set forth in the expert discovery phase.FTC complaint. It was further ordered that as there were no remaining claims in the action the case shall be marked as closed.

TheOn November 23, 2020, the Company strongly denies the allegation and intends to vigorously defend itself. It is the Company’s beliefwas informed that the complaintFTC had filed a notice of appeal in regard to the case. The appeal is basedfrom the District Court's September 24, 2020, Order granting the Company's Motion for Judgment on improper testingPartial Findings Pursuant to Fed. R. Civ. P. 52(c) and subsequent Judgment in favor of the INSULTEX products usingCompany and from the wrong typeDistrict Court's February 14, 2020, striking Dr. David Yarbrough's expert testimony made on behalf of testing equipment.the FTC. The FTC filed its appeal and on March 24, 2021, the Company filed its answer and on July 22, 2021, the Company was informed that the United States Court of Appeals for the Third District affirmed the District Court's ruling in favor of the Company. The case number is No.20-3379.

The Company has evaluated subsequent events in accordance with ASC Topic 855, “'Subsequent Events”', through, March 14, 2018, which is the date financial statements were available to be issued. The Company identified the below subsequent events. event.

In June 2021, the Company's PPP Loan was forgiven by the Small Business Administration. The Company sold 256,250 shares to two individuals for total proceedswill recognized $33,652 in income from the forgiveness of $80,000.debt at this time.

The Company verbally extended the Riccelli Properties note with no set maturity date.

INNOVATIVE DESIGNS, INC.

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, 2017.2020.

Disclosure Regarding Forward-Looking Statements

Certain statements made in this report, and other written or oral statements made by orThis Quarterly Report on behalf of the Company, may constitute “forward-looking statements” within the meaning of the federal securities laws. When used in this report, the words “believes,” “expects,” “estimates,” “intends” and similar expressions are intended to identify forward-looking statements. Statements regarding future events and developments and our future performance, as well as our expectations, beliefs, plans, intentions, estimates or projections relating to the future, areForm 10-Q includes forward-looking statements within the meaning of these laws. Examplesthe Private Securities Litigation Reform Act of such1995. All statements other than statements of historical fact, including statements regarding future results of operation, made in this report include descriptionsQuarterly 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 planscold weather product line. These risks and strategies with respect to developing certain market opportunities and our overall business plan. All forward-looking statements are subject to certainuncertainties, as well as other risks and uncertainties that could cause our actual eventsresults to differ materiallysignificantly from those projected. We believe that these forward-looking statementsmanagement’s expectations, are reasonable; however, you should not place undue reliancedescribed in greater detail in our Annual Report on such statements. These statements are based on current expectations and speak only as ofForm 10-K for the date of such statements. We undertakefiscal year ended October 31, 2020. The Company undertakes no obligationsobligation to publiclypublicity update or revise any forward-looking statement, whether as a result of new information, future events new information or otherwise.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 INSULTEX, 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 INSULTEX. We obtain INSULTEX through a license agreement with the owner and manufacturer of the material. Since our formation we have devoted our efforts to:

In an attempt to increase global business we recently entered into two separate agreements to market INSULTEX to the military market of India and to enter the apparel market in the United States.

INNOVATIVE DESIGNS, INC.

Results of Operations

Comparison of the Three Month Period Ended January 31, 20182021 with the Three Month Period Ended January 31, 2017.2020.

Revenues for the three month period ended January 31, 20182021 were $116,203$40,017 compared to revenues of $169,210$47,426 for the three month period ended January 31, 2017.2020. The decrease in revenue is attributable a decrease in our apparel products revenue, $33,937 for the period compared to $ 43,661 for the FTC matter with regard to our House Wrap products as we no longer advertise the insulating quality of these products.three month period ended January 31, 2020. The decrease in revenue for our apparel products is attributable, in part, to the fact that during the period we are devotingdevoted a significant portion of our limited resources to the FTCFederal Trade Commission legal matter. HouseWrap sales were $6,080 for the period compared to $3,765 in sales for the period ended January 31, 2020. We believe our HouseWrap sales were adversely affected by the COVID pandemic as many contractors could not access other building materials on account of supply chain bottlenecks. See Note 913 of the Notes to the Condensed Financial Statements appearing elsewhere in this Report for a description of our segment products sales. Our net loss for the three month period ended January 31, 20182021 was ($146,249)35,965).

Our selling, general and administrativeCost of Goods sold expenses were $190,811$18,635 for the three month period ended January 31, 20182021 compared to $202,838$20,388 for the three month period ended January 31, 2017.2020. Professional fees for the period ended January 31, 2018 were $95,206 compared to $58,211 for the three month period ended January 31, 2017.2021 were $24,555 compared to $6,660 for the three month period ended January 31, 2020. The majority of our professional fees relate to the legal fees incurred in connection to the FTC matter. We expect our professional fees to continue to be substantial during the course of this legal matter.decrease going forward.

INNOVATIVE DESIGNS, INC.

Liquidity and Capital Resources

During the three month period ended January 31, 2018,2021, we funded our operations from revenues from sales, a loan of $200,000 and sale of our common stock.stock in the amount of $25,000. In May of 2020, we were granted a Paycheck Protection Program loan in the amount of $ 33, 652. The loan was forgiven in June 2021.

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. TheIt is the Company has not made anintentions to have the equipment operational but cannot currently provide a time estimate. Among the factors affecting the time estimate ofare financial resources available to the cost required forCompany, finding a suitable facility and bringing the operation of the machine into compliance with the environmental regulations but it is consideredtechnical personal from abroad to be a substantial amount. We are in the permitting stage relating to environmental issues necessary to begin the installation ofinstall the equipment. The Company has currently made deposits of $600,000 on the equipment. The Company has incurred $17,000 of additional expenses related to shipping. The Company will produce INSULTEX under its own brand name. See Note 810 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 INSULTEX would be delayed.

INNOVATIVE DESIGNS, INC.

PART II – OTHER INFORMATION

The Company is engaged in a matter with the Federal Trade Commission. A Form 8-K filed November 4, 2016, describing this matter is incorporated herein by reference.ITEM 1.    LEGAL PROCEEDING

See Legal Proceedings set forth in Part I Item 3 of the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2020.

ITEM 1A  Risk Factors

See Risk factors set forth in in Part I Item 1A of the Company’s Annual report on Form 10-K for the fiscal year ended October 31, 2020.

INNOVATIVE DESIGNS, INC.

During the three-month period ended January 31, 2018, the Company sold 351,000 shares of common stock to three investors for total proceeds of $111,560. The stock was issued for prices from $0.30 - $0.32 per share. In addition, the Company issued 50,000 shares to one individual for services performed during the period. The shares issued were valued at $0.40 per share for a price of $20,000. We believe that Section 4(2)ITEM 2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

See Part II Item 5 of the Securities Act of 1933, as amended, was available because these transactions did not involve a public offering and there was no general solicitation or general advertising involved in these transactions. We placed legendsCompany’s Annual Report on Form 10-K for the stock certificates stating that the securities were not registered under the Securities Act and set forth the restrictions on their transferability and sale.fiscal year ended October 31, 2020.

ITEM 3.    Defaults upon Senior Securities

As a smaller reporting company, we are not required to provide the information otherwise required by this Item.None

Item 4        Mine Safety Disclosures

Not applicable

ITEM 4T. CONTROLS AND PROCEDURES

Management has developed and implemented a policy and procedures for reviewing, on a quarterly basis, our disclosure controls and procedures. During the period ended January 31, 2018,2021, our principle executive/financial officer concluded that these controls and procedures were ineffective. At this time, we do not have the financial resources to employ a financial staff with accounting and financial expertise. Once we have the necessary financial resources, we plan to hire and designate an individual responsible for identifying reportable developments and to implement procedures designed to remediate the material weakness by focusing additional attention and resources in our internal accounting functions. During the first quarter of 2018, the Company was not able to close the books and records in a timely fashion. Consequently, the Company was unable to file its Form 10-Q for the period ended January 31, 2018 within the timeline established by the SEC and was required to seek an extension for filing the form.

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 Exchange Act 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 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 5.    Other Information