A UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,

WASHINGTON, D.C. 20549

 

FORM FORM 10-Q

☒QUARTERLY REPORT PURSUANT TO SECTION 13l OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 30, 2020January 31, 2021

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐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 nameName of registrantRegistrant as specifiedSpecified in its charter)Charter)

Delaware03-0465528
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)(I.R.S. Employer Identification No.)

124 Cherry Street, Pittsburgh, Pennsylvania15223
(Address of principal executive offices)(Zip Code)

(412) 799-0350

(Registrant’s telephone number, including area code)

124 Cherry Street 

Pittsburgh, Pennsylvania15223

(Address of Principal Executive Offices, Zip Code)

(412) 799-0350

(Issuer’s Phone Number Including Area Code)

N/A

(Former name, former address and former fiscal year,Name or Former Address, if changed since last report)

Indicate by check mark whether the registrant (1) has fledfiled 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 flingfiling requirements for the past 90 days. Yes ☒ No ☐

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 Regulationregulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes YES☒ No  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, or an emerging growth company.company. See the definitions of “large accelerated filer,”filer”, “accelerated filer,”filer” and “smaller reporting company,” and "emerging growth company"Company” in Rule 12b-2 of the Exchange Act.

(Check One)

Large accelerated filer  Accelerated Filer ☐Accelerated filer  Filer ☐
Non-accelerated filer  Filer☐Smaller reporting company ☒
Emerging growth company ☐

☐

If an emerging growth company, indicate by(Do not check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐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 YES ☐ No NO☒

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

As of August 6, 2020September 13, 2021, there were 31,111,56032,741,560 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 April 30, 2020January 31, 2021

 

Page No.
Part I -- Financial InformationPage No.
Item 1.Condensed Financial Statements (Unaudited)
Condensed Balance Sheets as of April 30, 2020January 31, 20 (Unaudited) andAnd October 31, 201920203-41
Condensed Statements of Operations for the Three and Six Month Periods Ended April 30,January 31, 2021 and 2020 and 2019 (Unaudited)53
Condensed Statements of Changes in Stockholders’ Equity as of April 30, 2020January 31, 2021 (Unaudited) and October 31, 2019202064
Condensed Statements of Cash Flows for the SixThree Month Periods Ended April 30,January 31, 2021 and 2020 and 2019 (Unaudited)75
Notes to the Condensed Financial Statements8 – 126 - 11
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations12 - 13 – 16
Part II -- Other Information
Items 1, 2, 3, 4, 4T and 4T.5.17 – 1814 - 15
Item 6.Exhibits16

i
 

Item 6.INNOVATIVE DESIGNS, INC.
ExhibitsCONDENSED BALANCE SHEETS
19JANUARY 31, 2021 (UNAUDITED) AND OCTOBER 31, 2020

         
  January 31, 2021 October 31, 2020
ASSETS
CURRENT ASSETS        
Cash $209,291  $48,009 
Accounts receivable - net of allowance for doubtful accounts of $5,860  28,598   19,900 
Inventory - net of obsolete inventory reserve of $75,468  562,008   576,785 
Current portion of right of use asset  39,311   38,775 
Total current assets  839,208   683,469 
         
PROPERTY AND EQUIPMENT - NET  56,860   65,187 
         
OTHER ASSETS        
Inventory on consignment  1,625   1,625 
Deposits on inventory  57,330   57,330 
Advance to employees  8,200   8,200 
Right of use asset, net of current portion  30,931   40,962 
Deposits on equipment  600,000   600,000 
Total other assets  698,086   708,117 
         
TOTAL ASSETS $1,594,154  $1,456,773 
         
The accompanying notes are an integral part of these condensed financial statements.  

-1-

INNOVATIVE DESIGNS, INC.
CONDENSED BALANCE SHEETS
JANUARY 31, 2021 (UNAUDITED) AND OCTOBER 31, 2020

  January 31, 2021 October 31, 2020
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES        
Accounts payable $234,292  $270,792 
Current portion of notes payable  18,628   18,628 
Accrued interest expense  11,907   15,747 
Due to shareholders  302,200   102,200 
Current portion of lease liability  39,311   38,775 
Accrued expenses  14,553   14,553 
Total current liabilities  620,891   460,695 
         
LONG-TERM LIABILITIES        
Long-term portion of notes payable  105,374   107,193 
Lease liability, net of current portion  30,931   40,962 
Total long-term liabilities  136,305   148,155 
         
TOTAL LIABILITIES  757,196   608,850 
         
STOCKHOLDERS' EQUITY        
Preferred stock, $0.0001 par value, 25,000,000 shares authorized  —   — 
Common stock, $0.0001 par value, 100,800,000 shares authorized, and 31,311,560 and 31,211,560 issued and outstanding  3,133   3,123 
Common stock to be issued      — 
Additional paid-in capital  10,599,818   10,574,828 
Accumulated deficit  (9,765,993)  (9,730,028)
Total stockholders' equity  836,958   847,923 
         
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $1,594,154  $1,456,773 
         
The accompanying notes are an integral part of these condensed financial statements.  

-2-

INNOVATIVE DESIGNS, INC.
CONDENSED STATEMENTS OF OPERATIONS
THREE MONTHS PERIODS ENDED JANURARY 31, 2021 AND 2020 (UNAUDITED)

         
  Three Months Ended January 31,
  2021 2020
     
REVENUES - NET $40,017  $47,426 
         
OPERATING EXPENSES:        
Cost of sales  18,635   20,388 
Selling, general and administrative expenses  81,210   91,545 
Total Operating Expenses  99,845   111,933 
        
LOSS FROM OPERATIONS  (59,828)  (64,507)
         
OTHER INCOME (EXPENSE)        
Miscellaneous income (expense)  28,823   833 
Interest expense  (4,960)  (5,216)
Total other income (expense)  23,863   (4,383)
         
NET LOSS $(35,965) $(68,890)
         
PER SHARE INFORMATION        
Net Loss Per Common Share $(0.001) $(0.002)
         
Weighted Average Number of Common Shares Outstanding  31,261,560   30,260,473 

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

 

-3-2
 

INNOVATIVE DESIGNS, INC.
CONDENSED BALANCE SHEETSSTATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
APRIL 30, 2020JANUARY 31, 2021 (UNAUDITED) AND OCTOBER 31, 2019 (UNAUDITED)2020

 

     
  April 30, 2020 October 31, 2019
ASSETS
CURRENT ASSETS        
Cash $75,340  $34,525 
Accounts receivable - net of allowance for doubtful accounts of $5,860 and $10,409  2,359   5,948 
Inventory - net of obsolete inventory reserve of $75,468  634,624   636,459 
Inventory on consignment  1,625   1,625 
Deposits on inventory  57,330   57,330 
Current portion of right of use asset  37,547   36,537 
Prepaid expenses  10,018   10,018 
Total current assets  818,843   782,442 
         
PROPERTY AND EQUIPMENT - NET  81,841   98,495 
         
OTHER ASSETS        
Advance to employees  8,200   8,200 
Right of use asset, net of current portion  60,469   79,373 
Assets held for sale  600,000   600,000 
Total other assets  668,669   687,573 
         
TOTAL ASSETS $1,569,353  $1,568,510 
         
The accompanying notes are an integral part of these condensed financial statements.
                         
  Common Stock Common Stock Additional Paid-in Accumulated  
  Shares Amount To be Issued Capital Deficit Total
             
Balance at October 31, 2020  31,211,560  $3,123  $—  $10,574,828  $(9,730,028) $847,923 
                         
Sale of stock  100,000   10   —   24,990   —   25,000 
Net loss  —   —   —   —   (35,965)  (35,965)
                         
Balance at January 31, 2021  31,311,560   3,133   —   10,599,818   (9,765,993)  836,958 

 

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

-4-

INNOVATIVE DESIGNS, INC.
CONDENSED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED JANUARY 31, 2021 AND 2020 (UNAUDITED)

         
  For the Three Month Periods
  Ended
  January 31, 2021 January 31, 2020
CASH FLOWS FROM OPERATING ACTIVITIES:        
Net loss $(35,965)  (68,890)
Adjustments to reconcile net loss to net cash used in operating activities:        
Allowance for doubtful accounts  —   (4,163)
Allowance for obsolete inventory      — 
Common stock issued for services  25,000   — 
Impairment loss on assets held for sale        
Depreciation  8,327   8,327 
Amortization of right of use asset  9,495   8,947 
(Increase) decrease from changes in:        
Accounts receivable  (8,698)  9,296 
Other receivable      — 
Inventory  14,777   20,129 
Inventory on consignment      — 
Deposits on inventory      — 
Prepaid expenses  —   — 
Advance to employees      — 
Increase (decrease) from changes in:        
Accounts payable  (36,500)  2,460 
Lease liability  (9,495)  (8,947)
Accrued interest expense  (3,840)  (3,490)
Accrued expenses      — 
Net cash used in operating activities  (36,899)  (36,331)
         
CASH FLOWS FROM INVESTING ACTIVITIES        
Deposits on equipment  —   — 
Capital expenditures  —   — 
Net cash used in investing activities  —   — 
         
CASH FLOWS FROM FINANCING ACTIVITIES:        
Proceeds from sale of stock  —   49,000 
Proceeds from shareholder advances  200,000   39,500 
Payments on shareholder advances      (10,400)
Payments on lease liability        
Payments on notes payable  (1,819)  (4,470)
Net cash provided by financing activities  198,181   73,630 
         
Net decrease in cash  161,282   37,299 
         
CASH, BEGINNING OF YEAR  48,009   34,525 
         
CASH, END OF THE PERIOD $209,291  $71,824 
         
Supplemental disclosure of cash flow information:        
Cash paid for interest $9,800  $8,706 
         
Cash paid for taxes $—  $— 
         
The accompanying notes are an integral part of these condensed financial statements.

 

-5-3
 

 


INNOVATIVE DESIGNS, INC.
CONDENSED BALANCE SHEETS
APRIL 30, 2020 AND OCTOBER 31, 2019 (UNAUDITED)

     
  April 30, 2020 October 31, 2019
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES        
Accounts payable $350,608  $387,538 
Current portion of notes payable  18,628   19,168 
Accrued interest expense  15,747   19,237 
Due to shareholders  164,770   96,100 
Current portion of lease liability  37,547   36,537 
Accrued expenses  12,645   10,916 
Total current liabilities  599,945   569,496 
         
LONG-TERM LIABILITIES        
Long-term portion of notes payable  73,980   80,896 
Lease liability, net of current portion  56,467   79,373 
Total long-term liabilities  130,447   160,269 
         
TOTAL LIABILITIES  730,392   729,765 
         
STOCKHOLDERS' EQUITY        
Preferred stock, $0.0001 par value, 25,000,000 shares authorized      —   
Common stock, $0.0001 par value, 100,800,000 shares authorized, and 30,416,560 and 30,116,560 issued and outstanding  3,088   3,013 
Common stock to be issued  10,000   —   
Additional paid-in capital  10,525,863   10,404,438 
Accumulated deficit  (9,699,990)  (9,568,706)
Total stockholders' equity  838,961   838,745 
         
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $1,569,353  $1,568,510 

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

4

INNOVATIVE DESIGNS, INC.
CONDENSED STATEMENTS OF OPERATIONS
THREE AND SIX MONTHS ENDED APRIL 30, 2020 AND 2019 (UNAUDITED)

 Three Months Ended April 30, Six Months Ended April 30,
  2020 2019 2020 2019
REVENUES - NET $35,808  $30,359  $83,234  $139,703 
OPERATING EXPENSES:                
Cost of sales  15,311   13,207   35,699   79,411 
Selling, general and administrative expenses  80,612   140,249   172,157   411,153 
Total Operating Expenses  95,923   153,456   207,856   490,564 
LOSS FROM OPERATIONS  (60,115)  (123,097)  (124,622)  (350,861)
OTHER INCOME (EXPENSE)                
Miscellaneous income (expense)  —     (600)  833   (1,286)
Impairment loss on assets held for sale  —     —     —     (17,000)
Interest expense  (2,279)  (5,037)  (7,495)  (9,955)
Total other income (expense)  (2,279)  (5,637)  (6,662)  (28,241)
NET LOSS $(62,394) $(128,734) $(131,284) $(379,102)
PER SHARE INFORMATION                
Net Loss Per Common Share $(0.002) $(0.005) $(0.004) $(0.014)
Weighted Average Number of Common Shares Outstanding  30,746,560   28,211,021   30,500,626   28,041,880 

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

5

INNOVATIVE DESIGNS, INC.
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
THREE AND SIX MONTHS ENDED APRIL 30, 2020 AND 2019 (UNAUDITED)

  Common Stock Common Stock Additional Paid-in Accumulated  
  Shares Amount To be Issued Capital Deficit Total
             
Balance at October 31, 2019  30,116,560  $3,013  $—    $10,404,438  $(9,568,706) $838,745 
                         
 Sale of stock  300,000   30   —     48,970   —     49,000 
 Net loss  —     —     —     —     (68,890)  (68,890)
                         
Balance at January 31, 2020  30,416,560   3,043   —     10,453,408   (9,637,596)  818,855 
                         
 Sale of stock  450,000   45   10,000   72,455       82,500 
 Net loss                  (62,394)  (62,394)
                         
Balance at April 30, 2020  30,866,560  $3,088  $10,000  $10,525,863  $(9,699,990) $838,961 
                         
   750,000                   131,500 
Balance at October 31, 2018  27,789,560  $2,780  $—    $10,106,731  $(8,928,694) $1,180,817 
                         
 Sale of stock  360,000   36   —     61,164   —     61,200 
 Net loss  —     —     —     —     (250,368)  (250,368)
                         
Balance at January 31, 2019  28,149,560   2,816   —     10,167,895   (9,179,062)  991,649 
                         
 Sale of stock  185,000   19   —     20,181   —     20,200 
 Net loss  —     —     —     —     (128,734)  (128,734)
                         
Balance at April 30, 2019  28,334,560  $2,835  $—    $10,188,076  $(9,307,796) $883,115 

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

6

INNOVATIVE DESIGNS, INC.
CONDENSED STATEMENTS OF CASH FLOWS
THREE AND SIX MONTHS ENDED APRIL 30, 2020 AND 2019 (UNAUDITED)

 Six Months Ended April 30,
  2020 2019
CASH FLOWS FROM OPERATING ACTIVITIES:        
Net loss $(131,284) $(379,102)
Adjustments to reconcile net loss to net cash used in operating activities:        
Allowance for doubtful accounts  (4,550)  216 
Allowance for obsolete inventory  —       
Common stock issued for services  —       
Impairment loss on assets held for sale  —     17,000 
Depreciation  16,654   16,383 
Amortization of right of use asset  17,894   20,570 
(Increase) decrease from changes in:        
Accounts receivable  8,138   12,382 
Other receivable  —       
Inventory  1,835   54,854 
Inventory on consignment  —       
Deposits on inventory  —       
Prepaid expenses  —     1,651 
Advance to employees  —       
Increase (decrease) from changes in:        
Accounts payable  (36,929)  148,132 
Lease liability  —       
Accrued interest expense  (3,490)  3,236 
Accrued expenses  1,729   141 
Net cash used in operating activities  (130,003)  (104,537)
CASH FLOWS FROM INVESTING ACTIVITIES        
Deposits on equipment  —       
Capital expenditures  —       
Net cash used in investing activities  —     —   
CASH FLOWS FROM FINANCING ACTIVITIES:        
Proceeds from sale of stock  131,500   81,400 
Proceeds from shareholder advances  68,670   —   
Payments on shareholder advances  —     (14,000)
Payments on lease liability  (21,896)  (20,570)
Payments on notes payable  (7,456)  (10,138)
Net cash provided by financing activities  170,818   36,692 
Net decrease in cash  40,815   (67,845)
CASH, BEGINNING OF YEAR  34,525   112,203 
CASH, END OF THE PERIOD $75,340  $44,358 
Supplemental disclosure of cash flow information:        
Cash paid for interest $7,495  $6,719 
Cash paid for taxes $—    $—   

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

7

INNOVATIVE DESIGNS, INC.

 

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

Three and Six Month Periods Ended April 30,January 31, 2021 and 2020 and 2019 (Unaudited)

 

 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's financial position as of April 30, 2020,January 31, 2021, the changes therein for the three and six month periods then ended and the results of operations for the three and six month periods ended April 30, 2020January, 2021 and 2019.2020.

 

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's annual report on Form 10-K for the fiscal year ended October 31, 2019.2020. The results of operations for the three and six month periods ended April 30,January, 2021 and 2020 and 2019 are not necessarily indicative of operating results for the full year.

 

 NOTE 2.RIGHT OF USE ASSETS AND LEASE LIABILITIES

 

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

 

 NOTE 3.GOING CONCERN

 

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 $131,284($35,965) and a negative cash flow from operations of $130,003($36,899) for the sixthree month period ended April 30, 2020.January 31, 2021. In addition, the Company has an accumulated deficit of $9,699,990. Management’s($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’sCompany'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.

 

 NOTE 4.ACCOUNTS RECEIVABLE

 

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 and $10,409 as of the April 30, 2020$5,860 January 31, 2021 and October 31, 2019,2020, respectively. Management has applied an allowance on all balances in excess of 90 days.

 

-6-
 8

 

INNOVATIVE DESIGNS, INC.

 

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

Three and Six Month Periods Ended April 30,January 31, 2021 and 2020 and 2019 (Unaudited)

 

 NOTE 5.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 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.$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.

  

 NOTE 6.EARNINGS PER SHARE

 

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.

 

 NOTE 7.INCOME TAXES

 

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.

 

 NOTE 8.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 $4,400$3,007 and $2,800 for both the sixthree month periods ended April 30,January 31, 2021 and 2020, and 2019.respectively.

 

-7-9
 

 

INNOVATIVE DESIGNS, INC.

 

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

Three and Six Month Periods Ended April 30,January 31, 2021 and 2020 and 2019 (Unaudited)

 

 NOTE 9.COMMON STOCK

 

During the sixthree month period ended April 30, 2020,January 31, 2021, the Company sold 850,000100,000 shares of common stock to one investors for total proceeds of $131,500.$25,000. The stock was issued for $0.25 per share.

During the three month period ended January 31, 2020, the Company sold 300,000 shares of common stock to nine investors for total proceeds of $49,000. The stock was issued between $0.125$0.15 and $0.20 per share. Of these shares, 100,000 shares were issued subsequent to April 30, 2020.

During the six month period ended April 30, 2019, the Company sold 545,000 shares of common stock to seven investors for total proceeds of $81,400. The stock was issued between $0.08 and $0.17 per share. The stock was issued for $0.17$0.17 per share.

 

 NOTE 10.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$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 April 30, 2020,January 31, 2021, the Company has made payments of $500,000$500,000 in accordance with the agreement and made a $100,000$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.$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.

 

 NOTE 11.RIGHT OF USE ASSETS

 

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’sCompany'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%5.50% at the commencement of the office lease. Applying the commercial rate, the Company calculated the present value of $150,496$150,496 for the office lease as of April 30, 2020.

 

-8-10
 

 

INNOVATIVE DESIGNS, INC.

 

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

Three and Six Month Periods Ended April 30,January 31, 2021 and 2020 and 2019 (Unaudited)

 

 NOTE 11.RIGHT OF USE ASSETS (CONTINUED)

 

As of April 30, 2020,January 31, 2021, the right of use assets associated with future operating lease is as follows:

 

Total present value of right of use asset under lease agreement $150,496 
     
Amortization of right of use asset  (52,480)
     
Total right of use asset as of April 30, 2020 $98,016 
     
Less current portion due within one year  37,547 
     
Long-term right of use asset $60,469 

Right of use assets associated with future operating leases    
Total present value of right of use asset under lease agreement $150,496 
     
Amortization of right of use asset  (80,254)
     
Total right of use asset as of January 31, 2021 $70,242 
     
Less current portion due within one year  39,311 
     
Long-term right of use asset $30,931 

 

Total amortization expense related to the right of use assets under the verbal lease agreement was $17,894$9,495 and $0$8,825 for the sixthree month periods ended April 30,January 31, 2021 and 2020, and 2019, respectively.

 

Future amortization of the right of use asset as of April 30, 2020January 31, 2021 is as follows:

 

 2021  $37,547 
 2022   39,664 
 2023   20,805 
    $98,016 
Future amortization of right of use assets     
2022  $35,951 
2023   34,291 
   $70,242 

 

 NOTE 12.RIGHT OF USE LEASE LIABILITY

 

As disclosed in Note 11, the Company entered into a verbal lease for office space prior to the quarter ended April 30,January 31, 2020 that is classified as a right of use asset and lease liability.

 

As of April 30, 2020,January 31, 2021, the lease liability associated with future payments due under the verbal lease is as follows:

 

Total future minimum lease payments $150,496 
     
Less present value discount  (52,480)
     
Total right of use lease liability as of April 30, 2020  98,016 
     
Less current portion due within one year  37,547 
     
Long-term right of use liability $60,469 

Schedule of future minimum lease payments    
Total future minimum lease payments $150,496 
     
Principal payments made as of the period ended January 31, 2021  (80,254)
     
Total right of use lease liability as of January 31, 2021  70,242 
     
Less current portion due within one year  39,311 
     
Long-term right of use liability $30,931 

 

-9-11
 

 

INNOVATIVE DESIGNS, INC.

 

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

Three and Six Month Periods Ended April 30,January 31, 2021 and 2020 and 2019 (Unaudited)

 

Total maturities of lease liability as of April 30, 2020January 31, 2021 are as follows:

 

  Total future minimum lease payments Present value discount Lease liability
       
 2021  $42,000  $4,453  $37,547 
 2022   42,000   2,336   39,664 
 2023   21,000   195   20,805 
               
    $105,000  $6,984  $98,016 
 Schedule of maturities of lease liabilities             
  Total future minimum lease payments Present value discount Right of use lease liability
       
 2021  $38,500  $2,548  $35,952 
 2022   35,000   710   34,290 
               
    $73,500  $3,258  $70,242 

 

 NOTE 13.SEGMENT INFORMATION

 

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.

 

The following tables present our business segment information for the sixthree month periods ended April 30, 2020January 31, 2021 and 2019:2020:

  

  2020 2019
     
Revenues:        
Apparel $46,368  $107,868 
House Wrap  36,866   31,835 
Total Revenues $83,234  $139,703 
         
Assets:        
Apparel $460,916  $365,888 
House Wrap  1,108,437   1,138,057 
Total $1,569,353  $1,503,945 
         
Depreciation:        
Apparel $4,744  $4,666 
House Wrap  11,910   11,717 
Total $16,654  $16,383 
         

Schedule of business segment information    
  2021 2020
     
Revenues:        
Apparel $33,937  $43,661 
House Wrap  6,080   3,765 
Total Revenues $40,017  $47,426 
         
Assets:        
Apparel $140,857  $459,131 
House Wrap  1,453,297   1,104,142 
Total $1,594,154  $1,563,273 
         
Depreciation:        
Apparel $2,372   2,372 
House Wrap  5,955   5,955 
Total $8,327  $8,327 

 

-10-12
 

 

INNOVATIVE DESIGNS, INC.

 

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

Three and Six Month Periods Ended April 30,January 31, 2021 and 2020 and 2019 (Unaudited)

 

 NOTE 14.LEGAL PROCEEDINGS

 

On November 4, 2016, the 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 a rescission of revenue the Company received from the sale of 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 FebruaryNovember 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 released an opinion granting the Company’s motion to have theCourt's February 14, 2020, striking Dr. David Yarbrough's expert testimony made on behalf of the FTC’s expert witness struck.FTC. The FTC filed its appeal and on March 24, 2021, the Company has filed a Rule 529 (c) motion.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 continues to strongly denies the allegation and intends to vigorously defend itself. It is the Company’s belief that the complaint is based on improper testing of the INSULTEX products using the wrong type of testing equipment.

 NOTE 15.SUBSEQUENT EVENTS

 

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

 

Subsequent to January 31, 2020,In June 2021, the Company's PPP Loan was forgiven by the Small Business Administration. The Company sold 150,000 shareswill recognized $33,652 in income from the forgiveness of common stock and issued 100,000 shares of common stock subscribeddebt at April 30, 2020. The common stock was issued for between $0.12 and $0.20 per share.this time.

 

 

-11-13
 

 

INNOVATIVE DESIGNS, INC.

 

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, 2019.2020.

 

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, an adverse outcome in our legal matter with the Federal Trade Commission,, 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, 2019.2020. The Company undertakes no obligation to publicity 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 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:

 

●Completing 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.

 

-12-
 14

 

INNOVATIVE DESIGNS, INC.

 

Results of Operations

 

Comparison of the Three Month Period Ended April 30, 2020January 31, 2021 with the Three Month Period Ended April 30, 2019.January 31, 2020.

 

The following table shows a comparison of the results of operations between the three month periods ended April 30, 2020 and April 30, 2019:

  Three Month   Three Month      
  Period Ended   Period Ended      
  Januray 31, % of Januray 31, % of Increase  
  2021 Sales 2020 Sales (Decrease) % Change
             
REVENUE - NET $40,017   100% $47,426   100% $(7,409)  -16%
                         
OPERATING EXPENSES                        
Cost of sales  18,635   47%  20,388   43%  (1,753)  -9%
Selling, general and                        
administrative expenses  72,883   182%  83,218   175%  (10,335)  -12%
   91,518   229%  103,606   218%  (12,088)  -12%
                         
Loss from operations  (51,501)  -129%  (56,180)  -118%  4,679   -8%
                         
Other income (expense)  28,823   72%  833   2%  27,990   3360%
Other Expense                        
Interest expense  (4,960)  -12%  (5,216)  -11%  256   -5%
Depreciation expense  (8,327)  -21%  (8,327)  -18%  —   0%
                         
Net Loss $(35,965)  -90% $(68,890)  -145% $32,925   -48%

  Three Months Ended April 30, 2020 % of Sales Three Months Ended April 30, 2019 % of Sales Increase (Decrease) % Change
             
REVENUES – NET $35,808   100.00% $30,359   100.00% $5,449   17.95%
                         
OPERATING EXPENSES:                        
Cost of sales  15,311   42.76%  13,207   43.50%  2,104   15.93%
Selling, general and administrative expenses  80,612   225.12%  140,249   461.97%  (59,637)  -42.52%
                         
LOSS FROM OPERATIONS  (60,115)  -167.88%  (123,097)  -405.47%  62,982   -51.16%
                         
OTHER INCOME (EXPENSE)                        
Miscellaneous income (expense)  —     0.00%  (600)  -1.98%  600   -100.00%
Interest expense  (2,279)  -6.36%  (5,037)  -16.59%  2,758   -54.75%
                         
NET LOSS $(62,394)  -174.25% $(128,734)  -424.04% $66,340   -51.53%
                         

  

Revenues for the three month period ended April 30, 2020January 31, 2021 were $35,808$40,017 compared to revenues of $30,359$47,426 for the three month period ended April 30, 2019.January 31, 2020. The increasedecrease in wasrevenue is attributable a result of more salesdecrease in our apparel products revenue, $33,937 for the period compared to $ 43,661 for the 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 devoted a significant portion of our House Wrap product. we voluntarily ceased advertising our House Wrap products as a result of the legal action brought bylimited resources to the Federal Trade Commission (“FTC”).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 13 of the Notes to the Condensed Financial Statements appearing elsewhere in this Report for a description of our segment productproducts sales.

Our selling, general and administrative expenses were $80,612 for the three months ended April 30, 2020 compared to $ 140,249 for the three month period ended April 30, 2019. The decrease was a result , in part, to the fact that we furlough two employees. As a result of having to shut down our operations because of the coronovirus pandemic. 13

15

INNOVATIVE DESIGNS, INC.

Comparison of the Six Month Period Ended April 30, 2020 with the Six Month Period Ended April 30, 2019.

The following table shows a comparison of the results of operations between the six month periods ended April 30, 2020 and April 30, 2019:

  Six Months Ended April 30, 2020 % of Sales Six Months Ended April 30, 2019 % of Sales Increase (Decrease) % Change
             
REVENUES - NET $83,234   100.00% $139,703   100.00% $(56,469)  -40.42%
                         
OPERATING EXPENSES:                        
Cost of sales  35,699   42.89%  79,411   56.84%  (43,712)  -55.05%
Selling, general and administrative expenses  172,157   206.83%  411,153   294.31%  (238,996)  -58.13%
                         
LOSS FROM OPERATIONS  (124,622)  -149.72%  (350,861)  -251.15%  226,239   -64.48%
                         
OTHER INCOME (EXPENSE)                        
Miscellaneous income (expense)  833   1.00%  (1,286)  -0.92%  2,119   -164.77%
Impairment loss on assets held for sale  —     0.00%  (17,000)  -12.17%  17,000   -100.00%
Interest expense  (7,495)  -9.00%  (9,955)  -7.13%  2,460   -24.71%
                         
NET LOSS $(131,284)  -157.73% $(379,102)  -271.36% $247,818   -65.37%
                         

Revenues for the six month period ended April 30, 2020 were $83,234 compared to revenues of $139,703for the six month period ended April 30, 2019. The decrease was caused, in part, by the mandatory order to close our business on account of the coronovirus pandemic.. In December 2016, we voluntarily ceased advertising our House Wrap products as a result of the legal action brought by the Federal Trade Commission (“FTC”). See Note 13 of the Notes to the Condensed Financial Statements appearing elsewhere in this Report for a description of our segment product sales. During the six month period ended April 30, 2020 our apparel sales were $46,368 in comparison with $$107, 868 during the six month period ended April 30, 2019. .

Our selling, general and administrative expenses were $91,545 for the three months ended January 31, 2020 compared to $270,904net loss for the three month period ended January 31, 2019.2021 was ($35,965).

Our Cost of Goods sold expenses were $18,635 for the three month period ended January 31, 2021 compared to $20,388 for the three month period ended January 31, 2020. Professional fees for the three month period ended January 31, 2021 were $24,555 compared to $6,660 for the three month period ended January 31, 2020. The increase was a resultmajority of our third party warehouse for inventory charging us $104,000professional fees relate to the legal fees incurred in relationconnection to storage of inventory.the FTC matter. We do not expect our seasonal help expense or advertising and promotional expensesprofessional fees to increase in the current fiscal year ending October 31, 2020. Subsequent to the period we furloughed two of our employees.decrease going forward.

 

-13-16
 

 

INNOVATIVE DESIGNS, INC.

 

Liquidity and Capital Resources

 

During the three month period ended April 30, 2020,January 31, 2021, we funded our operations from revenues from sales, a loan of $200,000 and sale of our common stock. Duringstock in the three month period ended April 01,amount of $25,000. In May of 2020, we sold our common stockwere granted a Paycheck Protection Program loan in private transactions and raised $72,500 from the sales. If we are not able to either increase our sales revenue or sell moreamount of our common stock during the current quarter, we may not able to support our current cost structure.$ 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 20152015. 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 current planCompany intentions to sellhave the equipment operational but cannot currently provide a time estimate. Among the factors affecting the time estimate are financial resources available to the Company, finding a suitable facility and bringing technical personal from abroad to install 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 and other purchase cost which was written off during 2019.shipping. The Company will produce INSULTEX under its own brand name. See Note 10 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.

17

INNOVATIVE DESIGNS, INC.goods and our efforts to produce our own INSULTEX would be delayed.

 

PART II – OTHER INFORMATION

ITEM 1.LEGAL PROCEEDING

 

On November 4, 2016, the FTC filed a complaint against the Company in the U.S. District Court Western District of Pennsylvania, number 16-1669. In the complaint, the FTC alleges that, among other matters, the Company does 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 a rescission of revenue the Company received from the sale of House Wrap and a permanent injunction.ITEM 1.    LEGAL PROCEEDING

 

On February 24, 2020, the District Court released an opinion grantingSee Legal Proceedings set forth in Part I Item 3 of the Company’s motion to haveAnnual Report on Form 10-K for the expert testimony of the FTC’s expert witness struck. The Company has filed a Rule 529 (c) motion.fiscal year ended October 31, 2020.

The Company continues to strongly denies the allegation and intends to vigorously defend itself. It is the Company’s belief that the complaint is based on improper testing of the INSULTEX products using the wrong type of testing equipment.

 

ITEM 1A.      1A  Risk Factors

 

In addition toSee Risk factors set forth in in Part I Item 1A of the risk factors included in ourCompany’s Annual report on Form 10-K for the fiscal year ended October 31, 2019, we include the following:2020.

 

Effect of the Coronavirus Pandemic

-14-

 

The coronavirus pandemic is adversely affecting and is expected to continue to adversely affect our business, financial condition and results of operations. We are unable to predict the extent or nature these effect will have on our business at this time.INNOVATIVE DESIGNS, INC.

ITEM 2.

ITEM 2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the three month period ended January 31, 2020, the Company sold 300,000 shares of common stock to nine investors for total proceeds of $49,000. The stock was issued between $0.15 and $0.17 per share. 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 April 30, 2020, the Company sold 450,000 shares of common stock for a total proceed of $72,500. The common stock was issued for between $0.12 and $0.20 per share. We believe that Section 4(2)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.

ITEM 3.QUANTITATATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company, we are not required to provide the information otherwise required by this Item.fiscal year ended October 31, 2020.

 

18

ITEM 3.    Defaults upon Senior Securities

 

INNOVATIVE DESIGNS, INC.None

 

ITEM 4T.CONTROLS AND PROCEDURES

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 April 30, 2020,January 31, 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, second, third and fourth quarter of 2019, 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 April 30, 2020 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

None

-15-
 19

 

INNOVATIVE DESIGNS, INC.

ITEM 6.EXHIBITS

  

ITEM 6.   EXHIBITS

*3.1Revised Certificate of Incorporation
  
**3.2By-Laws
  
31.1Rule 13a - 14a Certification of Chief Executive Officer and Chief Financial Officer
  
31.2Rule 13a-14a Certification of Chief Financial Officer and Principal Accounting Officer
 
32.1Section 1350 Certification of Chief Executive Officer and Chief Financial Officer
  
31.2Section 1350 Certification of Chief Financial Officer and Chief Accounting Officer
 
*Incorporated by reference to the Company’s Form 10-K filed February 12, 2015
  
**Incorporated by reference to the Company’s registration statement on Form SB-2, filed March 11, 2003
  
99***Incorporated by reference to the Company’s Current Report on Form 8-K,8-k, filed November 4, 2016

20

INNOVATIVE DESIGNS, INC.

 

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.

 

Innovative Designs, Inc.
Registrant
Date: August 10, 2020September 17, 2021by:/s/ Joseph Riccelli
Joseph Riccelli,
Chief Executive Officer
and Chief Financial Officer

 

-16-

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