INNOVATIVE DESIGNS INC (IVDN) — 10-K

Filed 2026-01-30 · Period ending 2025-10-31 · 19,397 words · SEC EDGAR
# INNOVATIVE DESIGNS INC (IVDN) — 10-K

**Filed:** 2026-01-30
**Period ending:** 2025-10-31
**Accession:** 0001731122-26-000154
**Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/1190370/000173112226000154/)
**Origin leaf:** aedc8536ed1fa56d4ab357d540cd1ea2951c632a70665820e93998d2b5d722cf
**Words:** 19,397



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**
U.S.
SECURITIES AND EXCHANGE COMMISSION**
**Washington,
D.C. 20549**
****
**FORM
10-K**
****
Annual report under section 13 or 15(d) of the Securities Act of 1934. For the fiscal year ended October 31, 2025
Transition report under section 13 or 15(d) of the Securities 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 Incorporation or Organization) | 
| 
(I.R.S. Employer Identification Number) | |
| 
124 Cherry Street | 
15223 | |
| 
Pittsburgh, Pennsylvania | 
(Zip Code) | |
| 
(Address of Principal Executive Offices) | 
| |
(412) 799-0350
(Registrants telephone number including area code)
Securities to be registered pursuant to Section
12(b) of the Exchange Act:
| 
Title
of each class | 
Trading
Symbol(s) | 
Name
of each exchange on which registered | |
Securities registered or to be registered
pursuant to Section 12(g) of the Exchange Act: 
(Title of Class)
Common Stock, $.0001 par value per share 
Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act.
| 
| Yes No | |
Indicate by check mark if the registrant
is not required to file reports pursuant to section 13 or Section 15 (d) of the Act.
| 
| Yes No | |
Check whether the issuer (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 past 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 
1
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 for such shorter period that the registrant was required
to submit and post such files). Yes No 
Indicate by check mark if disclosure
of delinquent filers to Item 405 of Regulation S-K (sec. 229.405) is not contained herein, and will not be contained, to the best of registrants
knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. 
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. (Check One)
| 
Large accelerated filer | 
Accelerated filer | 
| |
| 
Non-accelerated filer | 
Smaller reporting company | 
| |
Emerging reporting Company 
If an emerging growth company, indicate by 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. 
No
Indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Exchange Act). Yes No 
The issuers revenues for its most recent fiscal year
were $ 2,765,149
The aggregate market value of the
voting and non-voting stock held by non-affiliates of the registrant computed by reference to the price at which the common equity was
sold, or the average bid and asked price of such common equity, as of the last business day of the registrants most recently completed
second fiscal quarter was $ 11,108,160. This calculation does not reflect a determination that certain persons are affiliates of the registrant
for any other purposes.
The number of shares of the registrants common
stock outstanding on January 28, 2026 was 38,316,256 Transitional Small Business Disclosure
Format: Yes No 
2
ITEM 1. DESCRIPTION OF BUSINESS.
The Company was incorporated in the
State of Delaware on June 25, 2002. We operate in two separate business segments: a house wrap for the building construction industry
and cold weather clothing. Both of our segment lines use products made from Insultex, which is a low-density polyethylene semi-crystalline,
closed cell foam in which the cells are totally evacuated. with buoyancy, scent block, and thermal resistant properties. We have a license
agreement directly with the owner of the Insultex technology. In December 2015, we took delivery of equipment capable of producing Insultex.
Given the time and cost of bringing the equipment into production mode and our current financial condition until we are able to begin
manufacturing Insultex, we will continue to operate under the license agreement for the manufacture of Insultex used in our products.
Other companies are free to purchase
Insultex from us assuming that it is a company within the distribution jurisdiction that we have, which is worldwide with the exception
of Korea and Japan. Other than Korea and Japan, we are the sole worldwide supplier/distributor of the Insultex material.
We offer the following products containing
Insultex:
| 
| House
Wrap: Our house wrap product is designed for the home building construction industry.
This product, made from Insultex provides barrier protection plus moisture vapor transmission
and approximately R-3 and R-6 value insulation. We no longer manufacture the R-3 product
line and are only selling it from our inventory. House Wrap is a multi-ply weatherization
membrane that provides a protective layer under a buildings outer covering that resists
water and air infiltration, preventing mold and mildew buildup that could cause structural
rotting. What differentiates Insultex from its competition is the fact that it offers an
R-Value, the term used to measure thermal resistance, and is most commonly used when referring
to the insulating qualities of a building structure, thus increasing energy efficiency. We
are currently working on developing a House Wrap product line for the commercial building
construction industry. | |
| 
| In December 2016, we temporarily suspended any advertising of our House
Wrap product line. We took this action as a result of a lawsuit brought by the Federal Trade Commission (FTC). On September
24, 2020, a judgment was entered in favor of the Company against the FTC as to all claims by the FTC. The judgment was upheld on appeal
by the FTC on July 22, 2021. In March of 2021, we resumed advertising for our House Wrap products. We also sell a tape that is designed
to be used with the House Wrap. | |
| 
| Floating Swimwear: Product under our product
name Swimeez. Our swimwear is designed to be a swim aid. The interior lining of our swimwear product is made from INSULTEX,
which enhances floatability. This product was discontinued during 2010 and we are only selling from our existing inventory. | |
| 
| Hunting Ap p arel Line: Our hunting apparel provides almost
total block from odors provided by the INSULTEX material. This product was discontinued during 2010 and we are only selling from our existing
inventory. | |
| 
| Arctic Armor Line: The Arctic Armor line,
introduced in April of 2006, consists of a jacket, bib and gloves. The suit contains 3 layers of INSULTEX for uncompromised warmth and
provides the user with guaranteed buoyancy. The gloves contain a single layer of INSULTEX and are windproof, waterproof and good to sub-zero
temperatures as are the jacket and bibs. We are currently only selling from our existing inventory. | |
| 
| Insultex Material: We sell Insultex material in bulk to non-competing customers. | |
We also offer a product that helps restore the waterproof
character of the outer side of our Arctic Armor clothing. In addition, we offer cold weather headgear and base insulation clothing product.
We no longer manufacture our apparel products containing Insultex.
We only sell from our existing inventory..
3
For financial information regarding each segment, please
see Note 10 of the Notes to Financial Statements appearing elsewhere in this Report. The Insultex License and Manufacturing Agreement
Under the terms of the agreement between
us and the Ketut Group, Ketut Group agrees to promptly deliver to Innovative Designs, Inc. within twenty-eight (28) days of receiving
an order, all Insultex ordered by us. Under the terms of the agreement, we are required to pay a fixed amount per meter of Insultex. This
fixed amount will not change under the agreement for a period of ten (10) years after the date of the agreement was signed, which was
April 1, 2006. The agreement provides that after the ten (10) year period, the price of the Insultex shall be adjusted for a subsequent
ten (10) year term, no more than twelve percent (12%) for the subsequent ten (10) year period. We order Insultex from time to time as
needed and are not required to purchase any minimum amount of Insultex during the term of the agreement, and we are not required to make
any minimum annual payment. However, should we place an order; any quantity ordered must be a minimum of 100,000 yards of Insultex. We
are not required to pay any part of any sublicense fee that we receive from third party sub-licensees, and we are not required to pay
any fees to the Ketut Group. This agreement will be in full legal force and effect for an initial term of ten (10) years from the date
of its execution. We have the option to renew this agreement for up to three (3) successive terms of ten (10) years each by giving notice
of our intention to so renew not less than ninety (90) days prior to the expiration of the then-current term. The Company has exercised
the first ten-year renewal option. We purchased the equipment capable of producing Insultex from the Ketut Group.
COLD WEATHER CLOTHING PRODUCTS
Arctic Armor Line
Our Arctic Armor line products are intended for use by
the following consumer groups that are in the Companys target market for these products: We are currently only selling these products
form our existing inventory.
| 
| Ice fisherman | |
| 
| Snowmobilers | |
| 
| Utility workers | |
| 
| Oil/gas pipeline workers | |
| 
| Railroad workers | |
| 
| Construction workers | |
| 
| Ski resort workers; and | |
| 
| Police and First Responders. | |
Website and Retailers
We sell both wholesale and retail
products on our web site. Our web site, located at www.idigear.com, contains information on our products, technical information on Insultex
insulation, e-commerce capabilities with shopping cart, wholesaler information and order forms, company contact information,
and links to retailers that carry our products. We have obtained the services of The Hive Agency who assists us in designing and continually
developing our website. Our products are offered and sold by retailers, distributors and through our web site in all states and Canada.
Except for products sold through our web site, others who purchase our products do so at wholesale prices which they plan to sell at their
retail prices or use within their industry.
4
Sales
We sell our products online, to distributors
and through independent sales agents and agencies. Once we have made contact with a potential sales agency or solo agent, we evaluate
their existing accounts, the capacity and potential for them to effectively push our products. We also look at their current product lines
through the sales channel. Our primary market area is the outdoor industry which includes all activity done in cold weather. These activities
include recreational such as hunting, ice fishing, snowmobiling, and industries such as oil and gas, utilities and construction. Once
we agree to bring on an independent sales agent or agency, we enter into a standard agreement.
A typical sales representative agreement will have a term
of one year with the right of either party to terminate upon thirty days written notice. We do not provide any free samples of our products
and all sales expenses are the sole obligation of the sales agent.
Certain retailers buy directly from us. We have no verbal
or written agreements with them. These retailers purchase our products strictly on a purchase order basis.
Swimeez Products
We distribute our Swimeez products through our web site.
Hunting Apparel Line
We distribute our hunting apparel through our web site.
Arctic Armor Line
We distribute the Arctic Armor Line through our web site,
to retailers and to distributors across the United States and Canada. These products are also marketed to utility companies, oil/gas pipeline
workers, railroad workers, police and first responders, and to construction workers.
HOUSE WRAP
House Wrap
In early January 2008, we announced
that we had completed our research and development effort on a new use for Insultex as a house wrap for the home building construction
industry. This house wrap provides barrier protection plus moisture vapor transmission and the feature of approximately R-3 and R-6 value
insulation. The Insultex House Wrap was designed to specifically add enhanced insulating characteristics. In addition, the House Wrap
is priced competitively with existing house wraps that do not provide any insulation. The development efforts were conducted by our own
personnel and an outside consultant. In December 2016, we temporarily suspended any advertising for our House Wrap product line as we
were in litigation with the Federal Trade Commission (FTC). The litigation has concluded as to the matters set forth in
the FTC complaint and in March 2021, we resumed advertising for our House Wrap products.
Insultex House Wrap
During our last fiscal year, the following customers each accounted
for more than ten percent of our total sales of our House Wrap product, A-Team Building Supplies, LLC (10.3%), and Built Link Solutions
(77%).
Competition
Many companies offer a type of house
wrap, some with insulating properties. These companies have large operations and are well financed. Some of the larger companies are DuPont,
and Kimberly Clark. The Company expects to face intense competition with others who have much greater resources in the building construction
supply industry.
Our marketing program consists of the following:
5
MARKETING COMPONENT
Website Development and Internet Marketing
We
contract with marketing consultants to:
| 
(a) | increase visitation to our website. | |
| 
(b) | link with other established websites. | |
| 
(c) | issue press releases to on-line publications. | |
| 
(d) | conduct banner advertising. | |
| 
(e) | develop arrangements with online retailers that purchase our products on a wholesale basis. | |
Sales Representatives
Our Vice President of sales and marketing works to:
| 
(a) | sell our merchandise to retail chain stores. | |
| 
(b) | initiate relationships with local and national recreational organizations; and | |
| 
(c) | provide support to our distributor representatives | |
Contract with Manufacturer
We utilize the services of sales agencies to represent our products
in the United States and Canada.
Design and Develop
We presently use our own staff for
services related to literature, displays, develop brochures, point-of-sale displays, mailers, media materials, and literature and sales
tools for our sales representatives and manufacturer representatives. At such time as we have sufficient funding, we intend to contract
out some of these services. We no longer manufacture the R-3 House Wrap.
Establish Wholesale
We are and continue to develop relationships
or distribution relationships with retail points for our products to retail chain outlets and mass merchandisers to sell our products.
We currently have two domestic distributors.. Each distributor has a certain territory. Our domestic distributors collectively cover the
following jurisdictions: Texas, Oklahoma, Louisiana, North and South Dakota, Minnesota, Iowa, Michigan, Ohio, Pennsylvania, New York,
West Virginia, Maryland, Colorado, Illinois, Maine, New Hampshire, New Jersey, Oregon, Vermont, Washington, Wisconsin, New Mexico and
Virginia.
We ship wholesale product orders
by United Parcel Service or trucking companies. Retail orders from our website are shipped United Parcel Ground Service or Federal Express
overnight. The costs of shipping our finished goods are paid by our customers. We have not instituted any formal arrangements or agreements
with United Parcel Service, Federal Express or trucking companies, and we do not intend to do so.
Any apparel inventory we maintain
is stored at our warehousing facility. Our warehouse facility has the capacity to hold 250,000 units of finished products in inventory.
Our House Wrap inventory is stored in our facility and in the facility that manufactures it.
6
In 2004, we were granted a trademark for our name idigear
with the United States Patent and Trademark Office. In 2007, we were granted the mark Insultex by the United States Patent
and Trademark Office.
In 2011, we were granted a trademark for Insultex House
Wrap by the United States Patent and Trademark Office.
The Company has rights under a U.S Patent titled Composite
Fabric Material and Apparel Made Therefrom which issued April 30, 2013. The Company has rights under a U.S. Paten titled Composite
Materials which issued February 21, 2017, published on September 5, 2013.
The Company caused to have filed
a utility patent application on December 18, 2009, titled Composite House Wrap which claimed priority to provisional patent
application titled Composite House Wrap on December 18, 2008. A patent application was published on June 24, 2010. Although
no patent issued from this original disclosure, this publication prevents third parties from patenting concepts obvious over these original
teaching of the Company.
The Company caused to have filed a
utility patent application on May 31, 2017, titled Process for Forming Closed Cell Expanded Low density Polyethylene Foam and Products
Formed Thereby, published January 24, 2018. The Company then caused to have filed a utility patent application on July 31, 2020,
which application was published February 11, 2021. In January 2023, the U.S Patent and Trademark Office issue a Notice of Allowance and
a patent shall issue in due course.
Additional patent application on other property concepts are
also being planned.
Our production costs are limited to the invoices we receive
for Insultex from Ketut Group and our House Wrap product from the manufacturer. Although we are not aware of the need for any government
approval of our principal products, we may be subject to such approvals in the future.
United States and foreign regulations
may subject us to increased regulation costs, and possibly fines or restrictions on conducting our business. We are subject, directly
or indirectly, to governmental regulations pertaining to the following government agencies:
United States Customs Service
We are required to pay a 6.5% importation
duty to the United States Customs Service on all imported products. We import Insultex from Indonesia from the Ketut Group, in accordance
with our agreement with the Ketut Group.
United States Department of Labors Occupational Safety
and Health Administration
Because our sub-manufacturers manufacture
our completed products, we and our sub-manufacturers will be subject to the regulations of the United States Department of Labors
Occupational Safety and Health Administration.
We are not aware of any governmental
regulations that will affect the Internet aspects of our business. However, due to increasing usage of the Internet, a number of laws
and regulations may be adopted relating to the Internet covering user privacy, pricing, and characteristics and quality of products and
services. Furthermore, the growth and development of Internet commerce may prompt more stringent consumer protection laws imposing additional
burdens on those companies conducting business over the Internet. The adoption of any additional laws or regulations may decrease
the growth of the Internet, which, in turn, could decrease the demand for Internet services and increase the cost of doing business on
the Internet. These factors may have an adverse effect on our business, results of operations, and financial condition.
7
Moreover, the interpretation of sales
tax, libel, and personal privacy laws applied to Internet commerce is uncertain and unresolved. We may be required to qualify to do business
as a foreign corporation in each such state or foreign country. Our failure to qualify as a foreign corporation in a jurisdiction where
we are required to do so could subject us to taxes and penalties. Any such existing or new legislation or regulation, including state
sales tax, or the application of laws or regulations from jurisdictions whose laws do not currently apply to our business, could have
a material adverse effect on our business, results of operations and financial condition.
We currently have no costs associated
with compliance with environmental regulations. Because we do not manufacture our products, but rather they are manufactured by our sub-manufacturers,
we do not anticipate any costs associated with environmental compliance. Moreover, the delivery and distribution of our products will
not involve substantial discharge of environmental pollutants. However, there can be no assurance that we will not incur such costs in
the future.
We estimate that all of our revenues
will be from the sale of our products. We will sell our products at prices above our original cost to produce our products. We expect
our product prices to be lower than network marketing companies, but higher compared with retail establishments that directly manufacture
their own products.
We currently have a total of two full time employees.
We hire part-time personnel as needed. We have no collective bargaining or employment agreements.
Reports and Other Information to Shareholders
We are subject to the informational
requirements of the Securities Exchange Act of 1934. Accordingly, we file annual, quarterly and other reports and information with the
Securities and Exchange Commission. You may read and copy these reports and other information we file at the Securities and Exchange Commissions
public reference rooms in Washington, D.C., New York, New York, and Chicago, Illinois. Our filings are also available to the public from
commercial document retrieval services and the Internet worldwide website maintained by the Securities and Exchange Commission at www.sec.gov.
ITEM 1A RISK FACTORS.
Lack of Sufficient Operating Funds-Going Concern
With unprecedented sales, the company is concerned about
possible cash flow issues going forward. This problem exists due to the current payment terms with their manufacturers versus account
payable terms that are issued to accounts. The company is attempting to negotiate better terms with its manufacturers in an attempt to
avoid purchase order financing or obtaining a commercial loan.
Competition
The markets served by the Company are highly competitive.
Competitive pricing pressure could result in loss of customers or decreased profit margins. Competition by product type includes the following:
The markets for our products are increasingly
competitive. Our competitors have substantially longer operating histories, greater brand name and company name recognition, larger customer
bases and greater financial, operating, and technical resources than us. Because we are financially and operationally smaller than our
competitors, we may encounter difficulties in capturing market share. Our competitors are able to conduct extensive marketing campaigns
and create more attractive pricing of their target markets than we are.
8
Some of our biggest competitors for our House Wrap product line
are;
| 
| Dupont | |
| 
| Kimberly Clark. | |
Some of our biggest competitors in the Arctic Armor line
are:
| 
| Ice Clam Corporation | |
| 
| Vexilar | |
| 
| Mustang Survival | |
| 
| Frabill | |
| 
| Stryker | |
We compete in the following ways:
| 
A. | Emphasize the Advantages of our Products. | |
Arctic Armor Line
We emphasize the following characteristics and advantages of
our Arctic Armor line products:
| 
| light weight | |
| 
| waterproof | |
| 
| windproof | |
| 
| sub-zero protection | |
| 
| buoyancy | |
Insultex provides a scent barrier
which we had a permeation test performed on at the Texas Research Institute Austin, Inc. The product was subjected to gas stimulant for
an eight-hour period. The product was tested for permeation of the gas every three minutes for the duration of the test with almost no
detection of the gas throughout the test. The testing was based upon accepted industry practices as well as the test method used.
HOUSE WRAP
Our House Wrap product
| 
| Utilize our web site to promote, market, and sell our products to consumers. | |
| 
| Utilize
professional sales representatives, distributors and manufacturer representatives to sell
our products to established retailers, contractors and end users. | |
9
Our products have the following disadvantages in comparison
to the products of our competitors:
| 
| Lack
of brand name recognition or recognition of the properties of Insultex and its advantages.
We, as well as our products, have little brand name recognition compared to our competitors.
And we may encounter difficulties in establishing product recognition. Also, although our
products have insulation properties, the material down has a widespread and
established reputation as being the superior insulation in the market, while the properties
and advantages of Insultex has little public recognition. | |
Cyclicality
The Companys Arctic Armor
apparel sales fluctuate based on temperature and weather conditions. Our products are suitable primarily for cold weather conditions.
This will have a cyclical effect on sales. It also makes our revenues totally dependent on cold weather for this product line. For the
fiscal year ended October 31, 2023, our cold weather products accounted for approximately 10% of our total revenue. Sales of the companys
Insultex House Wrap may fluctuate during the colder months as builders and contractors attain less business. Sales in the typically warmer
states will see no changes.
Material Acquisition
The Company has only one supplier
of Insultex, the special material which is manufactured within the apparel of our cold weather products and our House Wrap product. Additionally,
we have one manufacturer that produces the apparel on behalf of the Company, located in Indonesia. Currently, we are only selling apparel
from our inventory. Any delays in getting Insultex will adversely affect our revenue stream. Once we have our own equipment operating,
we will be able to produce Insultex. We intend to use such Insultex for our House Wrap product.at the present time.
Geographic Concentration
Most of the Companys sales for its cold weather clothing
products to retailers are concentrated in colder climates of the United States and Canada.
Management
The Company is dependent on the management of Joseph Riccelli
Jr, our Chief Executive Officer. The loss of Mr. Riccelli Jrs services could have a negative effect on the performance and growth
of the Company for some period of time.
Penny Stock Considerations
Our shares are penny stocks
as that term is generally defined in the Securities Exchange Act of 1934 as equity securities with a price of less than $5.00. Our shares
may be subject to rules that impose sales practice and disclosure requirements on broker-dealers who engage in certain transactions involving
a penny stock.
Under the penny stock
regulations, a broker-dealer selling a penny stock to anyone other than an established customer or accredited investor
must make a special suitability determination regarding the purchaser and must receive the purchasers written consent to the
transaction prior to the sale, unless the broker-dealer is otherwise exempt. Generally, an individual with a net worth, exclusive of
ones residence, in excess of $1,000,000 or annual income exceeding $200,000
individually or $300,000 together with his or her spouse is considered an accredited investor. In addition, under the penny stock
regulations the broker-dealer is required to:
| 
| Deliver, prior to any transaction involving a penny stock, a disclosure
schedule prepared by the Securities and Exchange Commission relating to the penny stock market, unless the broker-dealer or the transaction
is otherwise exempt; | |
10
| 
| Disclose commissions payable to the broker-dealer and its registered representatives and current bid
and offer quotations for the securities; | |
| 
| Send monthly statements disclosing recent price information pertaining
to the penny stock held in a customers account, the accounts value and information regarding the limited market in penny
stocks; and | |
| 
| Make a special written determination that the penny stock is a suitable
investment for the purchaser and receive the purchasers written agreement to the transaction, prior to conducting any penny stock
transaction in the customers account. | |
Because of these regulations, broker-dealers
may encounter difficulties in their attempt to sell shares of our stock, which may affect the ability of shareholders or other holders
to sell their shares in the secondary market and have the effect of reducing the level of trading activity in the secondary market. These
additional sales practice and disclosure requirements could impede the sale of our securities if our securities become publicly traded.
In addition, the liquidity of our securities may be adversely affected, with a corresponding decrease in the price of our securities.
ITEM 1B Unresolved Staff Comments. None.
ITEM 1C Cybersecurity
We do not maintain any information
systems that would be subject to a cybersecurity threat. Our credit card processing is outsourced to a third party that uses a double
authentication protocol.
ITEM 2. PROPERTIES.
We lease warehouse space for our inventory and raw materials
at 124 Cherry Street, Etna, Pennsylvania. We also use this space as our principal executive offices. This facility encompasses 13,000
square feet of storage space on the first floor and 2,000 square feet for our sales department offices located on the second floor. We
have entered into a verbal agreement with the owner of the building, and we pay $3,500 per month for the space. This facility is composed
of:
(a) warehouse and storage areas including four (4) shipping
bays and a distribution area consisting of square footage to store upward of 250,000 finished goods products; and (b) four (4) offices,
one (1) conference room, with presentation area and sample display and (2) bathrooms totaling approximately 2,000 square feet located
on the second floor. Mr. Frank Riccelli is the uncle to our Chief Executive Officer and the owner of the property. The condition of our
leased property is good and suitable for our needs.
ITEM 3. LEGAL PROCEEDINGS.
See Note 15 of the Notes to Financial Statement appearing
elsewhere in this Report.
ITEM 4.
11
PART
II
ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY; RELATED
STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
Our Common Stock is traded on the OTCQB tier under the symbol
IVDN. As of January 28, 2026, we had 263 holders of record of our common stock (not including beneficial holders of stock held in street
names).
We have one class of stock outstanding. We have no shares
of our preferred stock outstanding. 
Dividends
We have not declared any cash dividends
on our stock since our inception and do not anticipate paying such dividends in the foreseeable future. We plan to retain any future earnings
for use in our business. Any decisions as to future payment of dividends will depend on our earnings and financial position and such other
factors as the Board of Directors deems relevant.
ITEM 6. SELECTED FINANCIAL DATA.
As a smaller reporting company, under SEC regulations,
we are not required to furnish selected financial data.
**Item 7. Managements 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 appearing elsewhere in this report.
Disclosure Regarding Forward-Looking Statements
Certain statements made in this report,
and other written or oral statements made by or 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, are forward-looking statements within the meaning of these laws. Examples of such statements in this report include descriptions
of our plans and strategies with respect to developing certain market opportunities, and our overall business plan. All forward-looking
statements are subject to certain risks and uncertainties that could cause actual events to differ materially from those projected we
believe that these forward-looking statements are reasonable; however, you should not place undue reliance on such statements. These statements
are based on current expectations and speak only as of the date of such statements. We undertake no obligations to publicly update or
revise any forward-looking statement, whether as a result of future events, new information or otherwise.
Background
Innovative Designs, Inc. (hereafter
referred to as the Company, we or our) produces and sells a house wrap product using Insultex
a material with thermal resistance and buoyancy properties. We also offer a cold weather product line called Artic Armor
which also uses Insultex. We no longer produce any Artic Armor products. We are only selling from our existing inventory. We obtain Insultex
through a license agreement with the owner and manufacturer of the material. In December 2015, we took delivery of equipment capable of
producing our own Insultex. At such time as we have sufficient funding, we intend to put the equipment into production and use the Insultex
from this equipment in the production of our House Wrap product and for the sale of Insultex to others.
12
Results of Operations
Comparison of the fiscal year ended October 31, 2025, with the
fiscal year ended October 31, 2024.
The following table shows a comparison of the results of operations
between the fiscal years ending October 31, 2025, and October 31, 2024:
| 
| | 
Fiscal Year Ended | | 
% | | 
Fiscal Year Ended | | 
% | | 
Increase | | 
| |
| 
| | 
10/31/2025 | | 
of sales | | 
10/31/2024 | | 
of sales | | 
(Decrease) | | 
% Change | |
| 
| | 
| | 
| | 
| | 
| | 
| | 
| |
| 
REVENUE - NET | | 
| 2,765,149 | | | 
| 100.0 | % | | 
| 1,382,734 | | | 
| 100.0 | % | | 
| 1,382,415 | | | 
| 100.0 | % | |
| 
| | 
| | | | 
| | | | 
| | | | 
| | | | 
| | | | 
| | | |
| 
OPERATING EXPENSES | | 
| | | | 
| | | | 
| | | | 
| | | | 
| | | | 
| | | |
| 
Cost of sales | | 
| 1,405,459 | | | 
| 50.8 | % | | 
| 753,723 | | | 
| 54.5 | % | | 
| 651,736 | | | 
| 86.5 | % | |
| 
Selling and G&A expenses | | 
| 859,084 | | | 
| 31.1 | % | | 
| 490,838 | | | 
| 35.5 | % | | 
| 368,246 | | | 
| 75.0 | % | |
| 
Total Operating Expenses | | 
| 2,264,543 | | | 
| 81.9 | % | | 
| 1,244,561 | | | 
| 90.0 | % | | 
| 1,019,982 | | | 
| 81.9 | % | |
| 
Income (loss) from operations | | 
| 500,606 | | | 
| 18.1 | % | | 
| 138,173 | | | 
| 10.0 | % | | 
| 362,433 | | | 
| 262.3 | % | |
| 
| | 
| | | | 
| | | | 
| | | | 
| | | | 
| | | | 
| | | |
| 
Other income (expenses) | | 
| | | | 
| | | | 
| | | | 
| | | | 
| | | | 
| | | |
| 
Gain (loss) on sale of equipment | | 
| | | | 
| | | | 
| | | | 
| 0.0 | % | | 
| | | | 
| -100.0 | % | |
| 
Interest Income | | 
| 980 | | | 
| 0.0 | % | | 
| | | | 
| 0.0 | % | | 
| 980 | | | 
| | | |
| 
Interest expense | | 
| 1,313 | | | 
| 0.0 | % | | 
| (36,272 | ) | | 
| -2.6 | % | | 
| 37,585 | | | 
| 38.2 | % | |
| 
Depreciation | | 
| (8,196 | ) | | 
| -0.2 | % | | 
| (4,977 | ) | | 
| -0.4 | % | | 
| (3,219 | ) | | 
| 100.0 | % | |
| 
Total other income (expense) | | 
| (5,903 | ) | | 
| -0.2 | % | | 
| (41,249 | ) | | 
| -3.0 | % | | 
| 35,346 | | | 
| 83.6 | % | |
| 
Net income (loss) | | 
| 494,703 | | | 
| 17.9 | % | | 
| 96,923 | | | 
| 7.0 | % | | 
| 398,302 | | | 
| 132.2 | % | |
| 
| | 
| | | | 
| | | | 
| | | | 
| | | | 
| | | | 
| | | |
| 
Weight average common shares outstanding - undiluted | | 
| 38,316,256 | | | 
| | | | 
| 37,276,150 | | | 
| | | | 
| | | | 
| | | |
| 
Income (loss) per common share - undiluted | | 
| 0.01 | | | 
| | | | 
| 0.00 | | | 
| | | | 
| | | | 
| | | |
| 
Results
of Operations | | 
| | | | 
| | | | 
| | | | 
| | | | 
| | | | 
| | | |
Revenues for the fiscal year ended
October 31, 2025, were $2,765,149 compared to revenues of $1,382,415 for the comparable period ending October 31, 2024. House Wrap product
revenue totaled $2,757,614 for the period compared to $1,324,127 for fiscal year ended October 31, 2025 and October 31, 2024, respectively.
All of the remaining revenues were derived from our Arctic Armor and related product lines which totaled $7,535 for the period compared
to revenues of $51,602 for the fiscal year ended October 31, 2025 and October 31, 2024, respectively. Revenues are net of returns and
discounts. We continue to work on rebuilding our House Wrap product line brand.
Cost of goods sold for the fiscal year ended
October 31, 2025, was $1,405,459, compared to $753,723 for the fiscal year ended October 31, 2024. The increase of $651,736
was due to the significant increase of the sales.
Selling, general and administrative
expenses increased from $490,838 in fiscal year ended October 31, 2024 to $859,084 in the fiscal year ended October 31, 2025. This increase
reflects was also due to the increase of sales with more activities, specifically reflected in the professional fees of $300,535, payroll
expenses of $254,417,outside services of $65,754, etc.
13
During the fiscal
year ended October 31, 2025, we funded our operations from revenues and the private sales of our common stock and the stock issuance for
services which helped the cash flows. We received a total of $42,000 from the sale of stock. We will continue to fund our operations from
revenues, private borrowings and the sale of our common stock until we are able to produce sales sufficient to cover our cost structure
or to secure commercial lending arrangements.
On July 12, 2015,
the Company reached an agreement with Ketut Jaya to purchase 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, 2016, the Company has made
payments of $600,000. In addition to the final payments, the Company will have to have the equipment and machines installed and ensure
that the machine can be operated in compliance with environmental regulations. The Company has not made an estimate of the costs required
for bringing the machine into compliance, but it is considered to be substantial. Given the expected time and cost of bringing the equipment
into production mode and our current financial condition we are unable to estimate when we will be able to do so.
We also must purchase
new quality control testing equipment for use in testing Insultex. The testing equipment is finished, and we are in discussions with the
vendor regarding certain charges. Once we take delivery of the equipment it will have to go through a certification process. Once the
testing equipment is certified, we intend to begin the process of having Insultex 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 House Wrap produced by a third party is ICC-Es certified. Getting ICC-ES certification is costly and time consuming.
During the period
we paid $10,396 on our loans. Short Term: We funded our operations with revenues from sales, private sales of our common stock and from
a legal settlement.
The Company intends
to repay these debt obligations with funds it generates from revenues, from the possible sale of its securities, either debt or equity,
from advances from our stockholders or others. Because we cannot currently access commercial lending facilities, should we not be able
to continue to obtain funding from these sources should our revenues decrease, our operations would be severely affected as we would not
be able to fund our purchase orders to our suppliers for finished goods. The Company continues to pay its creditors when payments are
due.
Long Term: The Company
will continue to fund operations from revenues, borrowings and the possible sale of its securities. Should we not be able to continue
to rely on these sources our operations would be severely affected as we would not be able to fund our purchase orders to our suppliers
for finished goods.
Item 7A. Quantitative and Qualitative Disclosures about
Market Risk
As a smaller reporting company under SEC Regulation,
we are not required to provide this information.
Item 8. Financial Statements and Supplementary Data
14
INNOVATIVE
DESIGNS, INC. 
FINANCIAL STATEMENTS
Fiscal Years Ended October 31,
2025 and 2024
Table of Contents
| 
| 
Page | |
| 
REPORT OF REGISTERED PUBLIC ACCOUNTING FIRM | 
F-2 | |
| 
BALANCE SHEETS | 
F-4 | |
| 
STATEMENTS OF OPERATIONS | 
F-5 | |
| 
STATEMENTS OF CHANGES IN STOCKJOLDERS EQUITY | 
F-6 | |
| 
STATEMENTS OF CASH FLOWS | 
F-7 | |
| 
NOTES TO THE FINANCIAL STATEMENTS | 
F-8 | |
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
**To****Board of Directors and Shareholders of Innovative Designs, Inc Opinion on the Financial Statements**
****
We
have audited the accompanying balance sheet of Innovative Designs, Inc. (the Company)
as of October 31, 2025, and the related statements of operations, changes in stockholders equity,
and cash flows for the year then ended, including the related notes (collectively, the financial
statements).
In our opinion, the financial statements
present fairly, in all material respects, the financial position of the Company as of October
31, 2025, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally
accepted in the United States of America.
Substantial Doubt About the Companys
Ability to Continue as a Going Concern
The accompanying financial statements
have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the
Company has an accumulated deficit and other conditions that raise substantial doubt about its ability to continue as a going concern
for a period of one year from the date the financial statements are issued. Our opinion is not modified with respect to this matter.
Basis for opinion
These financial statements are the responsibility
of the Companys management. Our responsibility is to express
an opinion on the Companys financial statements based on our audit.
We
are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB)
and are required to be independent with respect to the Company in accordance with the U.S.
federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We
conducted our audit in accordance with the standards of the PCAOB. Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error or fraud.
The Company is not required to have,
nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain
an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of
the Companys internal control over financial reporting. Accordingly,
we express no such opinion.
Our audit included performing procedures
to assess the risks of material misstatement of the financial statements and performing procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the
financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management,
as well as evaluating the overall presentation of the financial statements. We
believe that our audit provides a reasonable basis for our opinion.
F-2
Critical Audit Matters
The critical audit matters communicated
below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated
to the audit committee and that:
| 
1. | relate
to accounts or disclosures that are material to the financial statements; and | |
| 
| | | |
| 
2. | involved
our especially challenging, subjective, or complex judgments. | |
The communication of critical audit matters
does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit
matters below, providing separate opinions on the critical audit matters or on the accounts
or disclosures to which they relate. No critical audit matters were identified.
We have served as the Companys auditor
since 2024.
**Asesoria Global, S.A.**
****
Guatemala City, Guatemala
February 29, 2026
7184
F-3
INNOVATIVE
DESIGNS, INC. 
BALANCE SHEETS
| 
| | 
| | | | 
| | | |
| 
| | 
October
31, | | 
October
31, | |
| 
| | 
2025 | | 
2024 | |
| 
ASSETS | | 
| | | | 
| | | |
| 
Current
Assets | | 
| | | | 
| | | |
| 
Cash | | 
$ | 605,052 | | | 
$ | 185,675 | | |
| 
Accounts
receivable, net | | 
| 344,700 | | | 
| 321,893 | | |
| 
Prepaid
Expenses | | 
| 10,578 | | | 
| | | |
| 
Inventory,
net | | 
| 537,713 | | | 
| 498,758 | | |
| 
Total
Current Assets | | 
| 1,498,043 | | | 
| 1,006,326 | | |
| 
| | 
| | | | 
| | | |
| 
PROPERTY
AND EQUIPMENT | | 
| 30,530 | | | 
| 28,060 | | |
| 
OTHER
ASSETS | | 
| | | | 
| | | |
| 
Advance
to employees | | 
| 20,500 | | | 
| 5,500 | | |
| 
Deposits
on equipment | | 
| 662,944 | | | 
| 652,944 | | |
| 
| | 
| | | | 
| | | |
| 
TOTAL
ASSETS | | 
$ | 2,212,017 | | | 
$ | 1,692,830 | | |
| 
| | 
| | | | 
| | | |
| 
LIABILITIES
& STOCKHOLDERS DEFICIT | | 
| | | | 
| | | |
| 
Current
Liabilities | | 
| | | | 
| | | |
| 
Accounts
Payable | | 
$ | 78,750 | | | 
$ | 65,267 | | |
| 
Current
portion of notes payable | | 
| 36,724 | | | 
| 20,934 | | |
| 
Accrued
interest | | 
| 2,100 | | | 
| 29,083 | | |
| 
Shareholders
loans | | 
| | | | 
| 50,000 | | |
| 
Accrued
expenses | | 
| 11,964 | | | 
| 51,175 | | |
| 
Total
Current Liabilities | | 
| 129,538 | | | 
| 216,459 | | |
| 
Long-term
Liabilities | | 
| | | | 
| | | |
| 
Long-term
portion of note payable | | 
| | | | 
| 23,495 | | |
| 
Reserve
for unpaid debt | | 
| 12,900 | | | 
| | | |
| 
Long-term
portion of shareholders loans | | 
| 10,000 | | | 
| 10,000 | | |
| 
Total
Liabilities | | 
| 152,438 | | | 
| 249,954 | | |
| 
| | 
| | | | 
| | | |
| 
Commitments
and Contingencies (Note 5) | | 
| | | | 
| | | |
| 
| | 
| | | | 
| | | |
| 
Stockholders
Deficit | | 
| | | | 
| | | |
| 
Preferred
stock, par value $0.0001; 25,000,000 shares authorized | | 
| | | | 
| | | |
| 
Common
stock, par value $0.0001; 100,800,000 shares authorized, 38,504,003 and 37,924,003 shares issued and outstanding as of October 31,
2025 and 2024, respectively | | 
| 3,850 | | | 
| 3,792 | | |
| 
Additional
Paid-In-Capital | | 
| 12,101,059 | | | 
| 11,979,117 | | |
| 
Accumulated
Deficit | | 
| (10,045,330 | ) | | 
| (10,540,033 | ) | |
| 
Total
Stockholders equity | | 
| 2,059,579 | | | 
| 1,442,876 | | |
| 
| | 
| | | | 
| | | |
| 
TOTAL
LIABILITIES & STOCKHOLDERS EQUITY | | 
$ | 2,212,017 | | | 
$ | 1,692,830 | | |
The accompanying notes are an integral part
of these financial statements.
F-4
INNOVATIVE DESIGNS, INC.
STATEMENTS
OF OPERATIONS
| 
| | 
| | | | 
| | | |
| 
| | 
For
the years ended October 31, | |
| 
| | 
2025 | | 
2024 | |
| 
| | 
| | 
| |
| 
REVENUES,
net | | 
$ | 2,765,149 | | | 
$ | 1,382,733 | | |
| 
OPERATING
EXPENSES | | 
| | | | 
| | | |
| 
Cost
of sales | | 
| 1,405,459 | | | 
| 753,723 | | |
| 
Selling,
general and administrative expenses | | 
| 859,084 | | | 
| 495,815 | | |
| 
TOTAL
OPERATING EXPENSES | | 
| 2,264,543 | | | 
| 1,249,538 | | |
| 
| | 
| | | | 
| | | |
| 
Income
(loss) from operations | | 
| 500,606 | | | 
| 133,195 | | |
| 
| | 
| | | | 
| | | |
| 
OTHER
INCOME (EXPENSES) | | 
| | | | 
| | | |
| 
Gain
(loss) on sale of property and equipment | | 
| | | | 
| | | |
| 
Interest
Income | | 
| 980 | | | 
| | | |
| 
Depreciation
Expense | | 
| (8,196 | ) | | 
| | | |
| 
Interest
expense | | 
| 1,313 | | | 
| (36,272 | ) | |
| 
Total
other income (expense) | | 
| (5,903 | ) | | 
| (36,272 | ) | |
| 
| | 
| | | | 
| | | |
| 
PROVISION
FOR INCOME TAXES | | 
| | | | 
| | | |
| 
NET
INCOME (LOSS) | | 
| 494,703 | | | 
$ | 96,923 | | |
| 
| | 
| | | | 
| | | |
| 
PER
SHARE INFORMATION: UNDILUTED | | 
| | | | 
| | | |
| 
Net
income (loss) per common share | | 
$ | 0.01 | | | 
$ | 0.00 | | |
| 
Weighted
average number of common shares | | 
| 38,316,256 | | | 
| 37,276,150 | | |
| 
PER
SHARE INFORMATION: DILUTED | | 
| | | | 
| | | |
| 
Net
income (loss) per common share | | 
$ | 0.01 | | | 
$ | 0.00 | | |
| 
Weighted
average number of common shares | | 
| 38,316,256 | | | 
| 37,276,150 | | |
The accompanying notes are an integral part
of these financial statements.
F-5
INNOVATIVE
DESIGNS, INC.
**STATEMENTS OF CHANGES IN STOCKHOLDERS
EQUITY**
****
****
| 
| | 
| | | | 
| | | | 
| | | | 
| | | | 
| | | |
| 
| | 
Common Stock | | 
| | 
| | 
| |
| 
| | 
| | 
| | 
| | 
Total | |
| 
| | 
| | 
Additional | | 
Accumulated | | 
Stockholders | |
| 
| | 
Shares | | 
Amount | | 
Paid-In- Capital | | 
Deficit | | 
Deficit | |
| 
| | 
| | 
| | 
| | 
| | 
| |
| 
Balance, October 31, 2023 | | 
| 36,617,560 | | | 
$ | 3,662 | | | 
$ | 11,741,928 | | | 
$ | (10,636,957 | ) | | 
$ | 1,108,633 | | |
| 
| | 
| | | | 
| | | | 
| | | | 
| | | | 
| | | |
| 
Sale of stock | | 
| 636,443 | | | 
| 64 | | | 
| 115,856 | | | 
| | | | 
| 115,920 | | |
| 
Shares issued for services | | 
| 670,000 | | | 
| 67 | | | 
| 121,333 | | | 
| | | | 
| 121,400 | | |
| 
Net loss | | 
| | | | 
| | | | 
| | | | 
| 96,923 | | | 
| 96,923 | | |
| 
| | 
| | | | 
| | | | 
| | | | 
| | | | 
| | | |
| 
Balance, October 31, 2024 | | 
| 37,924,003 | | | 
$ | 3,792 | | | 
$ | 11,979,117 | | | 
$ | (10,540,033 | ) | | 
$ | 1,442,876 | | |
| 
| | 
| | | | 
| | | | 
| | | | 
| | | | 
| | | |
| 
Sale of stock | | 
| 170,000 | | | 
| 17 | | | 
| 39,983 | | | 
| | | | 
| 40,000 | | |
| 
Shares issued for services | | 
| 410,000 | | | 
| 41 | | | 
| 81,959 | | | 
| | | | 
| 82,000 | | |
| 
Net income (loss) | | 
| | | | 
| | | | 
| | | | 
| 494,703 | | | 
| 494,703 | | |
| 
| | 
| | | | 
| | | | 
| | | | 
| | | | 
| | | |
| 
Balance, October 31, 2025 | | 
| 38,504,003 | | | 
$ | 3,850 | | | 
$ | 12,101,059 | | | 
$ | (10,045,330 | ) | | 
$ | 2,059,579 | | |
****
The accompanying notes are an integral part
of these financial statements.
F-6
INNOVATIVE DESIGNS, INC. 
STATEMENTS
OF CASH FLOWS
| 
| | 
| | | | 
| | | |
| 
| | 
For
the years ended October 31, | |
| 
| | 
2025 | | 
2024 | |
| 
OPERATING
ACTIVITIES | | 
| | | | 
| | | |
| 
Net
income (loss) | | 
$ | 494,703 | | | 
$ | 96,923 | | |
| 
Adjustments
to reconcile net loss to net cash used in operations: | | 
| | | | 
| | | |
| 
Stock
payment for services | | 
| 82,000 | | | 
| 121,400 | | |
| 
Depreciation | | 
| 8,196 | | | 
| 4,977 | | |
| 
Gain
on sale of assets | | 
| | | | 
| | | |
| 
(Increase)
decrease from changes in: | | 
| | | | 
| | | |
| 
Accounts
receivable | | 
| (22,858 | ) | | 
| (290,844 | ) | |
| 
Inventory | | 
| (38,956 | ) | | 
| 50,519 | | |
| 
Deposit
in inventory | | 
| | | | 
| | | |
| 
Increase
(decrease) from changes in: | | 
| | | | 
| | | |
| 
Accounts
payable and accrued expenses | | 
| 13,534 | | | 
| (151,362 | ) | |
| 
Accrued
expenses | | 
| (76,772 | ) | | 
| (33,281 | ) | |
| 
| | 
| | | | 
| | | |
| 
Net
cash used in Operating Activities | | 
| 459,847 | | | 
| (201,668 | ) | |
| 
| | 
| | | | 
| | | |
| 
INVESTING
ACTIVITIES | | 
| | | | 
| | | |
| 
Purchase
of Equipment | | 
| (10,666 | ) | | 
| (9,558 | ) | |
| 
Deposits
on equipment | | 
| (10,000 | ) | | 
| | | |
| 
Proceeds
from sale of equipment | | 
| | | | 
| | | |
| 
Advances
to employees | | 
| (15,000 | ) | | 
| 2,700 | | |
| 
| | 
| | | | 
| | | |
| 
Net
cash provided by (used in) investing activities | | 
| (35,666 | ) | | 
| (6,858 | ) | |
| 
| | 
| | | | 
| | | |
| 
FINANCING
ACTIVITIES | | 
| | | | 
| | | |
| 
Proceeds
from share issuances | | 
| 40,000 | | | 
| 115,920 | | |
| 
Proceeds
from exercise of warrants | | 
| | | | 
| | | |
| 
Proceeds
from notes payable | | 
| (50,000 | ) | | 
| 50,000 | | |
| 
Payments
on stockholder loans | | 
| | | | 
| | | |
| 
Payments
on notes payable | | 
| 5,196 | | | 
| (10,396 | ) | |
| 
| | 
| | | | 
| | | |
| 
Net
cash provided by Financing Activities | | 
| (4,804 | ) | | 
| 155,524 | | |
| 
| | 
| | | | 
| | | |
| 
Net
cash increase (decrease) for period | | 
| 419,377 | | | 
| (53,002 | ) | |
| 
Cash
at beginning of period | | 
| 185,675 | | | 
| 238,677 | | |
| 
Cash
at end of period | | 
$ | 605,052 | | | 
$ | 185,675 | | |
| 
| | 
| | | | 
| | | |
| 
SUPPLEMENTAL | | 
| | | | 
| | | |
| 
Cash
paid for taxes | | 
$ | | | | 
$ | | | |
| 
Cash
paid for interest | | 
$ | (1,313 | ) | | 
$ | 35,272 | | |
| 
| | 
| | | | 
| | | |
| 
Noncash
Investing and Financing Information | | 
| | | | 
| | | |
| 
Stock
issued for services | | 
$ | 82,000 | | | 
$ | 121,400 | | |
The accompanying notes are an
integral part of these financial statements.
F-7
NOTE 1. NATURE OF ORGANIZATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Innovative Designs,
Inc. (the Company), which was incorporated in the State of Delaware on June 25, 2002, markets cold weather recreational
and industrial clothing products, as well as house wrap, which are made from INSULTEX, a low-density foamed polyethylene, a material with
buoyancy, scent block, and thermal resistant properties. The Companys clothing and house wrap is offered and sold by retailers,
distributors, and companies throughout the United States and Canada.
The Company operates
two reportable segments: apparel and house wrap. The apparel segment offers a wide variety of extreme cold weather apparel and related
items. The house wrap segment offers the INSULTEX house wrap which has an R-value of 3 and an R-value of 6, as well as the Companys
seam tape.
Basis of Accounting
The accompanying financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of America, (GAAP).
Fiscal Year End
The Companys year-end is October 31.
Use of Estimates
The preparation of financial statements
in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents
The Company considers all highly liquid investments with the
original maturities of three months or less to be cash equivalents.
Estimated Uncollectible Accounts
Management evaluates
its receivables on a quarterly basis to assess the validity of remaining receivables. Management has determined that there is a significant
doubt regarding the receivable balance of $1,024 as of October 31, 2025. Management has determined that there is not a significant doubt
regarding the receivable balance for fiscal year ended October 31, 2024.
Accounts Receivable
The opening balance of accounts receivable was
$321,893 which was net of the allowance for doubtful accounts of $0. The ending balance of accounts receivable was $344,700 net of the
allowance for doubtful accounts.
Inventory
Inventory consists primarily of finished goods.
Inventory is stated at the lower of cost or net realizable value and is valued based on first-in first-out. Net realizable value is the
estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation.
During the fiscal year ended October 31,
2010, the Company discontinued its hunting and swimming lines of apparel. Therefore, a reserve of $65,600 was recorded as of October
31, 2025 and 2024.
F-8
Deposits
on Inventory
The Company has one
manufacturer located in Indonesia that produces the apparel on behalf of the Company. The Company sends deposits to the manufacturer for
future production of the apparel based on approved purchase orders between the Company and the manufacturer. Once finished, purchase orders
are received by the Company and the deposits associated with the purchase orders are transferred into inventory. As of October 31, 2025,
the Company made the deposits of $0 on inventory, and 0 zero balance of deposits on inventory as of October 31, 2024.
Property and
equipment Property and equipment 
Property and equipment are carried at cost less accumulated
depreciation. Depreciation is provided over the assets estimated useful lives, using the straight-line method. Estimated useful
lives of the plant and equipment are as follows:
| 
Schedule of Estimated useful lives of plant and equipment | 
| |
| 
Equipment,
Furniture and fixtures | 
5-10
years | |
The cost and related accumulated depreciation
of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the statements of operations.
The cost of maintenance and repairs is charged to the statements of operations as incurred, whereas significant renewals and betterments
are capitalized.
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. In February 2023 and August 2023, the Company made an additional prepayment of
$10,000 and $6,000, respectively, 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. During the
fiscal year ended October 31, 2025, the company made an additional deposit of $10,000 on this piece of equipment. Total deposits
for this piece equipment as of October 31, 2025 total $46,944.
Total deposits made were $662,944 and $652,944
as of October 31, 2025 and 2024, respectively.
Impairment of Long-lived Assets.
Management considers
the valuation and depreciation of property and equipment. Management considers both the current and future levels of undiscounted cash
flow generated by the Company and the continuing value of property and equipment to determine when and if an impairment has occurred.
Any write-downs due to impairment are charged to operations at the time the impairment is identified. No such write-downs due to impairment
have been recorded for the fiscal years ended October 31, 2025 and 2024.
Fair Value of Financial Instruments
ASC 820 Fair Value Measurements and Disclosures establish a
three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three
levels based on the extent to which inputs used in measuring fair value are observable in the market.
F-9
These tiers include:
Level 1: defined
as observable inputs such as quoted prices in active markets;
Level 2: defined
as inputs other than quoted prices in active markets that are either directly or indirectly observable; and
Level 3: defined
as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.
The carrying value of the Companys cash, other current
assets, accounts payable, accrued expenses and advances from related parties approximates its fair value due to their short-term maturity
Income Taxes
The Company accounts for its income
taxes in accordance with ASC 740, Income Taxes, which requires recognition of deferred tax assets and liabilities for future tax consequences
attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective
tax bases and tax credits and carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply
to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date.
Revenue Recognition
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.
Concentration of Credit Risk
The Company maintains
its cash balances with a financial institution which management believes to be of high credit quality. The accounts are insured by the
Federal Deposit Insurance Company (FDIC) up to $250,000 in coverage. The balances in the accounts may, at times, exceed
the federally insured limits. The Company has not experienced any losses on deposits and management believes the Company is not exposed
to any significant credit risk related to these accounts.
Shipping
and Handling Shipping and Handling
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 $74,635 and $61,124 for the fiscal years ended October 31, 2025 and 2024, respectively.
F-10
Warrants
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 Companys products. Management will continue to evaluate the need for a warranty
reserve throughout the year and make adjustments as needed
Stock-Based Compensation
The Company accounts for share-based
compensation awards in accordance with ASC 718, Compensation - Stock Compensation. The cost of services received from employees
and non-employees in exchange for awards of equity instruments is recognized in the statement of operations based on the estimated fair
value of those awards on the grant date and amortized on a straight-line basis over the requisite service period or vesting period. The
Company records forfeitures as they occur.
Earnings (Loss) Per Share
The Company calculates
net loss per share in accordance with FASB ASC Topic 260 *Earnings Per Share*. Basic earnings (loss) per share is calculated
by dividing net income (loss) by the weighted average number of common shares outstanding for the fiscal year. During the fiscal years
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 954,000 and 954,000 as of October 31, 2025 and 2024. The Company has calculated diluted earnings (loss)
per share utilizing the outstanding stock warrants and convertible debt.
Recent Accounting Pronouncements
There have been no recent accounting
pronouncements or changes in accounting pronouncements during the year ended October 31, 2025 that are of significance or potential significance
to the Company.
NOTE 2. 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 net income of $494,703 for the year ended October 31, 2025,
and net income of $96,923 for the year ended October 31, 2024. The Company also had positive cash flows from operations of $459,847 and
negative cash flow of ($201,668) for the fiscal year ended October 31, 2025 and 2024, respectively.
In addition, the Company has an accumulated deficit of ($10,045,330).
These factors raise substantial doubt regarding the Companys ability to continue as a going concern for a period of one year from
the issuance of these financial statements. Managements plans include cash receipts through sales, sales of Company stock, and
borrowings from private parties. 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 3. 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 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 statements of operations.
F-11
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 4 PROPERTY AND EQUIPMENT** 
Property
and equipment are summarized by major classifications as follows:
| 
Schedule of property
and equipment | | 
| | | | 
| | | |
| 
| | 
October 31, 2024 | | 
October 31, 2024 | |
| 
Equipment | | 
$ | 1,500 | | | 
$ | 12,593 | | |
| 
Container | | 
| 24,400 | | | 
| 24,400 | | |
| 
Automobile | | 
| 31,317 | | | 
| 9,558 | | |
| 
| | 
| | | | 
| | | |
| 
Total | | 
| 57,217 | | | 
| 46,551 | | |
| 
| | 
| | | | 
| | | |
| 
Accumulated depreciation | | 
| 26,687 | | | 
| 18,491 | | |
| 
| | 
$ | 30,530 | | | 
$ | 28,060 | | |
For the years ended October 31, 2025 and
2024, the Company recognized depreciation expense in the amount of $8,196 and 4,977, respectively.
NOTE 5. NOTE PAYABLE
In July 2005, the
Company was approved for a low interest promissory note from the U.S. Small Business Administration in the amount of $280,100. In January
2006, the Company amended the promissory note to increase the principal balance to $430,500. The note calls for monthly payments of $1,820,
bears interest at an annual rate of 2.9%, and matures on July 13, 2035. A payment of $40,672 was made on the note during the fiscal year
ended October 31, 2017, due to the sale of real estate by Riccelli Properties that was collateral on the promissory note. On June 4, 2025,
a payment was made to finalize the loan and close out the remaining balance.
As of October 31, 2025
and 2024, the note payable had the following balances:
| 
Schedule of note payable | | 
| | | | 
| | | |
| 
| | 
2025 | | 
2024 | |
| 
| | 
| | 
| |
| 
U.S.
Small Business Administration | | 
| 0 | | | 
| 44,429 | | |
| 
| | 
| | | | 
| | | |
| 
| | 
| 0 | | | 
| 44,429 | | |
| 
Less
current portion | | 
| 0 | | | 
| 20,934 | | |
| 
| | 
| | | | 
| | | |
| 
Long-tem
portion of note payable | | 
| 0 | | | 
| 23,495 | | |
| 
Schedule of long term debt maturity | | | 
| | | |
| 
Years
Ending October 31, | | 
Amount | |
| 
| | 
| |
| 
2025 | | | 
| 0 | | |
| 
2026 | | | 
| 0 | | |
| 
2027 | | | 
| 0 | | |
| 
| | | 
| | | |
| 
Total | | | 
| 0 | | |
F-12
**NOTE 6. STOCKHOLDER LOAN**
**ROBERTA RICCELLI**
In February 2012,
the Company entered into a loan agreement with Robert Riccelli for $8,000 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 June 2012. The loan was extended through a verbal agreement
and currently has no set maturity date. The loan was paid off as of fiscal year end October 31, 2024.
**CORINTHIAN DEVELOPMENT**
****
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. As of October 31, 2025, the balance of the loan was
$10,000.
**LAWRENCE****FRASER**
****
In December 2020,
the Company entered into a loan agreement with Lawrence Fraser for $200,000. The loan is payable in yearly installments of $66,666, with
the balance due and payable in December 2023 at an annual interest rate of 12%. The loan is secured by one of the Companys patents.
As of October 31, 2024, the loan was paid in full.
Waxman
Foundation
In December 2023, the Company entered into
a loan agreement with Waxman Foundation for $50,000. The loan was payable in December 2024 and was extended through June 2025. The
annual interest rate is 6% per annum. The loan is secured by the inventory. As of June 23, 2025, the loan balance was paid
off in full.
As of October
31, 2025 and 2024, the shareholder loans had the following balances:
| 
Schedule of stockholder loans | | 
| | | | 
| | | |
| 
| | 
2024 | | 
2025 | |
| 
Roberta Riccelli | | 
$ | | | | 
$ | | | |
| 
Corinthian Development | | 
| 10,000 | | | 
| 10,000 | | |
| 
Lawrence Fraser | | 
| | | | 
| | | |
| 
Waxman Foundation | | 
| | | | 
| 50,000 | | |
| 
| | 
$ | 10,000 | | | 
$ | 60,000 | | |
| 
Schedule of maturity of stockholder loans | | | 
| | | |
| 
Years Ending October 31, | | 
Amount | |
| 
| | 
| |
| 
2025 | | | 
| 10,000 | | |
| 
| | | 
| | | |
| 
Total | | | 
| 10,000 | | |
NOTE 7. OTHER INCOME (EXPENSES)
For the year ending October 31, 2025, the Company incurred
interest expenses of negative $1,312. For the year ended October 31, 2024, the Company had interest expenses of $36,272.
F-13
NOTE 8. EXCLUSIVE LICENSING AND
MANUFACTURING AGREEMENT
On April 16, 2006,
the Company entered into an exclusive licensing and manufacturing agreement with the Ketut Group, with an effective date of April 1, 2006,
whereby the Company acquired an exclusive license to develop, use, sell, manufacture, and market products related to or utilizing the
INSULTEX brand, Korean patent number 0426429, or any INSULTEX technology. At the behest of the Board of Directors, the INSULTEX trademark
was chosen as the mark to identify the product utilized by the Company since its inception and was originally registered to Joseph Riccelli,
Sr. on February 17, 2005. The new trademark, intended to avoid confusion arising from the use of the old Eliotex trademark in association
with a new, subsequent, different, and separately patented product, was assigned by Joseph Riccelli to the Company on April 25, 2006,
with that assignment to become effective upon final approval of the statement of use by the United States Patent and Trademark Office.
The license was awarded by the Korean inventor, an individual who is part of the Ketut Group, and the manufacturer of INSULTEX. The Company
received an exclusive forty year worldwide license, except for Korea and Japan, with an initial term of ten years and an option to renew
the license for up to three successive ten year terms. The first ten year option was exercised. Additionally, the Company was granted
the exclusive rights to any current or future inventions, improvements, discoveries, patent applications, and letters of patent which
the Ketut Group controls, or may control, related to INSULTEX. Furthermore, the Company has the right to grant sub-licenses to other manufacturers
for the use of INSULTEX or any INSULTEX technology.
NOTE 9. CONCENTRATION
Revenues from two
customers were approximately 95.2% and 87.3% of the Companys revenues for the fiscal years ended October 31, 2025 and 2024, respectively.
The Company only has
one supplier of INSULTEX, the special material which is manufactured for the Company. Additionally, the Company only has one manufacturer
in Massachusetts that produces house wrap on behalf of the Company.
This poses a concentration
risk on both the customer and supplier side.
NOTE 10. INCOME TAXES
In
prior years, the Company incurred net operating losses and, accordingly, no provision for income taxes has been recorded. In addition,
no benefit for income taxes has been recorded due to the uncertainty of the realization of any tax assets. For the 2023 tax year,
fiscal year ended October 31, 2024, the Company had net operating loss carryforwards of approximately $7,537,366 for tax purposes. The
carryforwards are available to offset taxable income of future periods and begin to expire after
the Companys 2038 tax year, fiscal year ending October 31, 2039. Effective for tax years ending in 2019 or later, net operating
losses cannot be carried back, but can be carried forward to future tax years indefinitely. Realization of the deferred tax benefit
related to the carryforward is dependent on the Company generating sufficient taxable income in the future, against which the loss can
be offset, which is not guaranteed.
Deferred income taxes
reflect the net tax effect of temporary differences between carrying amounts of assets and liabilities for financial reporting purposes
and the amounts used for income tax purposes, as well as tax benefits of net operating loss carryforwards. The significant components
of the Companys deferred tax assets and liabilities relate to the following:
| 
Schedule of deferred tax assets and liabilities | | 
| | | | 
| | | |
| 
| | 
As
of October 31, 2025 | | 
As
of October 31, 2024 | |
| 
Net
operating loss carryforward | | 
$ | 7,537,366 | | | 
$ | 7,537,366 | | |
| 
Effective
tax rate (Fed: 21%, State: 7.99%) | | 
| 28.99 | % | | 
| 28.99 | % | |
| 
Deferred
tax assets | | 
| 2,185,082 | | | 
| 2,185,082 | | |
| 
Less:
Valuation allowance | | 
| (2,185,082 | ) | | 
| (2,185,082 | ) | |
| 
Net
deferred asset | | 
$ | | | | 
$ | | | |
F-14
NOTE 11. COMMITMENTS
The Company leases its executive
offices/warehouse space from Frank Riccelli, a stockholder and brother of Joseph Riccelli, Sr., the Companys consultant, for $3,500
a month. The lease is based on a verbal agreement with month-to-month terms. For the fiscal years ended October 31, 2025 and 2024,
rent expense was $42,000 and $42,000, respectively.
NOTE 12. SEGMENT INFORMATION
The Company has organized operations into two
segments as discussed in Note 1 to the financial statements, based on an internal management reporting process that provides segment information
for purposes of making financial decisions and allocating resources.
The following tables present the Companys
business segment information for the fiscal years ended October 31, 2025 and 2024:
| 
Schedule of business segment information | | 
| | | | 
| | | |
| 
Revenue | | 
2025 | | 
2024 | |
| 
Apparel | | 
$ | 7,535 | | | 
$ | 51,602 | | |
| 
House wrap | | 
| 2,757,614 | | | 
| 1,324,127 | | |
| 
Total revenue | | 
$ | 2,765,149 | | | 
$ | 1,375,729 | | |
| 
Capital expenditures | | 
| | | | 
| | | |
| 
Apparel | | 
$ | | | | 
$ | | | |
| 
House wrap | | 
| 30,530 | | | 
| 6,858 | | |
| 
Total Assets | | 
$ | 30,530 | | | 
$ | 6,858 | | |
| 
Depreciation | | 
| | | | 
| | | |
| 
Apparel | | 
$ | | | | 
$ | | | |
| 
House wrap | | 
| 8,196 | | | 
| 4,977 | | |
| 
Total depreciation | | 
$ | 8,196 | | | 
$ | 4,977 | | |
NOTE 13. COMMON STOCK
During the fiscal year ended October 31,
2023, the Company sold 1,635,000 shares of common stock to sixteen investors for total proceeds of $355,000, one investor exercised 40,000
warrants for stock for total proceeds of $10,000, and 230,000 shares were issued to two investors for services valued at $41,940. The
stock was issued between $0.20 and $0.25 per share. Management believes 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 of general advertising involved
in these transactions. The Company placed legends on the stock certificate stating that the securities were not registered under the Securities
Act and set for the restrictions on their transferability and sale.
During the fiscal year ended October 31,
2022, the Company sold 460,000 shares of common stock to seven investors for total proceeds of $86,200, and
875,000 shares of common stock were issued to eight individuals for services valued at $210,000. The stock was issued between $0.17
and $0.25 per share. Management believes 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 of general advertising involved in these
transactions. The Company placed legends on the stock certificate stating that the securities were not registered under the
Securities Act and set for the restrictions on their transferability and sale.
During the year ended October 31, 2024,
the Company sold 580,888 shares of common stock to eight investors for total proceeds of $105,920,
and 670,000 shares were issued to two individuals for services. The stock was issued between $0.18 and $0.20 per share.
Additionally, the Company sold 55,555 shares of common stock to one investor for total proceeds of $10,000. The stock was issued at
$0.18 per share.
F-15
During the fiscal year ended October 31,
2025, the Company sold 170,000 shares of Common Stock to two investors for total proceeds of $40,000. The stocks were issued between $0.20
and $0.25 per share. Additionally, the Company issued 410,000 share of Common Stock to service providers for services rendered for a total
of $82,000. The shares were issued between $0.20 and $0.25 per share.
NOTE
14. RELATED PARTY TRANSACTIONS
The Company has entered into various loan agreements
with related parties. These agreements are classified as stockholder loans as described in Note 6 to the financial statements.
The Company has also entered into a verbal lease
agreement as described in Notes 3 and 11 to the financial statements.
**NOTE 15. 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 Courts September 24, 2020, Order
granting the Companys 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 Courts February 14, 2020, striking Dr. David Yarbroughs 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 Courts 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
NOTE 16. SUBSEQUENT EVENTS
In accordance with SFAS 165 (ASC 855),
Subsequent Events, the Company has analyzed its operations subsequent to January 28, 2026 to the date these financial statements were
issued, and has determined that it does not have any material subsequent events to disclose.
F-16
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL
DISCLOSURE.
Previously reported.
ITEM 9A. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
Management of Innovative Designs,
Inc. is responsible for maintaining disclosure controls and procedures that are designed to ensure that information required to be disclosed
in the reports that the Company files or submits under the Securities Exchange Act of 1934, as amended (the Exchange Act)
is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commissions rules
and forms. In addition, the disclosure controls and procedures must ensure that such information is accumulated and communicated to the
Companys management, including its Chief Executive Officer/Chief Financial Officer, as appropriate, to allow timely decisions regarding
required financial and other required disclosures.
At the end of the period
covered by this report, an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules
13(a)-15(e) and 15(d)-15(e) of the Securities Exchange Act of 1934 (the Exchange Act)) was carried out under the
supervision and with the participation of our Chief Executive Officer/Chief Financial Officer. Based on his evaluation of our
disclosure controls and procedures and in connection with the audit of our financial statement, he concluded that during the period
covered by this report, such disclosure controls and procedures were not effective. This conclusion is based on the identification
of the deficiency in internal controls over financial reporting described below. Notwithstanding the deficiency that existed as of
October 31, 2024, our Chief Executive Officer/Chief Financial Officer has concluded that the financial statements included in this
Annual report on Form 10-K present fairly, in all material respects, the financial position, results of operations and cash flows of
the Company in conformity with accounting generally accepted in the United States of America.
Our Chief Executive Officer is also our Chief Financial
Officer.
Managements Annual
Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal
control over our financial reporting. Internal control over financial reporting is a process designed to provide reasonable
assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with U.S. generally accepted accounting principles.
Our internal control over
financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail
accurately and fairly reflect our transactions; (ii) provide reasonable assurance that transactions are recorded as necessary for
preparation of our financial statements; (iii) provide reasonable assurance that receipts and expenditures of company assets are
made in accordance with management authorization; and (iv) provide reasonable assurance
that unauthorized acquisition, use or disposition of company assets that could have a material effect on our financial statements
would be prevented or detected on a timely basis.
Because of its inherent limitations,
internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate because changes in conditions may occur or the degree of
compliance with the policies or procedures may deteriorate.
15
Our management assessed the effectiveness
of our internal control over financial reporting as of October 31, 2021. This evaluation was based on criteria set forth by the Committee
of Sponsoring Organizations of the Treadway Commission, or COSO, Internal Control-Integrated Framework. Based upon such assessment, our
Chief Executive Officer/Chief Financial Officer concluded that our internal controls over financial reporting were not effective as of
October 31, 2024. In particular, our controls over financial reporting were not effective in the specific areas described in the paragraphs
below.
As of October 31, 2025, our Chief
Executive Officer/Chief Financial Officer identified the following specific material weaknesses in the Companys internal controls
over its financial reporting processes:
| 
| The Company does not utilize an internal accounting
system that captures all the Companys activity on a timely basis. Certain transactions, such as sales and receivables, are maintained
in one system and disbursements and accounts payable are maintained manually. On a quarterly basis this information is sent to an external
accountant to retroactively enter the information into a general ledger system and then prepare the financial statements. The lack of
a single accounting system presents multiple opportunities for errors to occur and further contributes to the lack of timely internal
and external financial reporting. | |
| 
| The Companys accounting system is not being
utilized to track inventory costs on a FIFO method. This results in either the inventory being carried over or under its cost or net realizable
value depending on whether there were price increases or decreases. | |
This was due to our limited resources,
including the absence of an internal financial staff member with accounting and financial expertise and deficiencies in the design or
operation of our internal control over financial reporting that adversely affected our disclosure controls.
Management plans to address these
matters by among actions, meeting more with its external accountant to ensure that issues such as described above are correct going forward.
The Company will also look at hiring an external bookkeeper in order to have a single accounting system.
However, the material weakness will
not be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded,
through testing, that these controls are operating effectively.
There have been no significant changes
in our internal control over financial reporting during the fiscal year ended October 31, 2025, and 2024, or subsequent to October 31,
2025, that has materially affected or is reasonably likely to materially affect, our internal control over financial reporting, except
as discussed above.
16
PART
III
| 
Name | 
Age | 
Position | 
Term | |
| 
Joseph Riccelli Sr | 
75 | 
Chairman | 
1
year | |
| 
| 
| 
| 
| |
| 
Joseph A Riccelli Jr | 
44 | 
Chief Executive Officer,
Chief Financial Officer, Director | 
1
year | |
| 
| 
| 
| 
| |
| 
Daniel P. Rains | 
73 | 
Director | 
1
year | |
| 
| 
| 
| 
| |
| 
Donald V. Garlotta, PhD. | 
65 | 
Director | 
1
year | |
| 
| 
| 
| 
| |
| 
John Spagnolo Jr | 
42 | 
Director | 
1
year | |
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
Directors and Executive Officers
Our executive officers are elected
annually by our board of directors. A majority vote of the directors who are in office is required to fill vacancies on the board. Each
director shall be elected for the term of one (1) year and until his successor is elected and qualified, or until his earlier resignation
or removal. The directors named below will serve until the next annual meeting of our shareholders or until a successor is elected and
has accepted the position.
Our directors and executive officers are as follows:
Name Age Position Term
Mr. Riccelli Sr has been our Chairman of the Board since our
inception in June 2002. Mr. Riccelli was the owner of Pittsburgh Foreign and Domestic, a sole proprietor car dealership located in Glenshaw,
Pennsylvania. He attended Point Park College located in Pittsburgh, Pennsylvania from 1971 to 1972.
Mr. Riccelli Jr has been with the
company since our inception in June 2002. Mr. Riccelli was Vice President of Operations form 2002 till he was named acting CEO on October
3, 2024, and was unanimously elected by the Board of Directors to become CEO and a Board Member on January 10, 2025. He replace the seat
left open when Mr. Kolocouris resigned on October 3, 2024. He attended the University of Pittsburgh from 2000 to 2002.
Mr. Rains has been a director since
March 2007. Mr. Rains is currently Vice President of business development at McCarls, Inc., a mechanical contracting firm. He has
held this position for over fifteen years. From 1981 through 1987, Mr. Rains was a professional football player for the Chicago Bears.
He is a graduate of the University of Cincinnati. Mr. Rains has been in professional sports and in business for over twenty years. His
experience and knowledge of these fields are helpful to the Company. As the Company enters the building construction market with its House
Wrap product, Mr. Rains experience in that industry will be especially helpful.
Dr. Garlotta has been a director since February 2022. He
is currently the Technical Director at Airex Rubber Products Corporation as well as a technical advisor for the Company. Prior to his
role at Airex Rubber Products Corporation, he worked at Lowes Home Improvement. He earned a Ph.D. in Polymer Science
/Plastics Engineering from the University of Massachusetts at
Lowell. He also holds a Master of Science Degree in Polymer Science from the University of Massachusetts at Lowell and a Baccalaureate
Degree in Polymer Science from Pennsylvania State University.
Dr. Garlotta is an author or co-author of several peer-reviewed
publications and patents related to biopolymers. He also has experience developing elastomers, water-soluble polymers, syntactic polymer
foams and hands-on experience with extrusion and injection molding of plastics.
17
Mr. Spagnolo Jr. was unanimously elected
to the Board of Directors on January 10, 2025 to fill the seat left open after Robert Adams resigned. An accomplished real estate investor
and developer. For over 20 years Mr. Spagnolo, Jr. has been successful in building high end homes, residential and commercial properties
and other development projects. Most notably, over the course of his career, Mr. Spagnolo, Jr. has nurtured relationships with key contacts
at some of the most important companies in the multi-billion dollar homebuilding and construction industry.
Delinquent Section 16(a) Reports.
John Spagnolo Jr filed
a Form 4 late.
Audit Committee
We do not have a separate standing Audit Committee. Therefore,
our entire Board of Directors acts as the Audit Committee.
Nominating and Compensation Committees
We do not have either a nominating
committee or a compensation committee. The basis for the Board of Directors to not have a nominating committee is the fact that our principal
stockholder who is also our CEO and Chairman of the Board controls approximately thirty-four percent of the voting stock. And the Company
has never held an Annual Meeting of stockholders. New board members are recommended to the Board by the Chairman of the Board.
Board of Directors Meetings
During the last full fiscal year, there were 1
meetings of the Board of Directors.
Code of Ethics
We have not, as yet adopted a code of ethics. We have
only one full time executive officer/ chief financial officer who also acts as our principal accounting officer. To date, our operations
have been so minimal and our staff so small that we have not considered a formal standard relating to the conduct of our personnel.
ITEM 11. EXECUTIVE COMPENSATION.
The following Executive Compensation Chart highlights the terms
of compensation for our Executives.
Summary Compensation Table
| 
| | 
| | 
| | 
Nonqualified | | 
| | 
| |
| 
| | 
| | 
Non- | | 
| | 
| | 
| |
| 
| | 
Option | | 
Equity | | 
Deferred | | 
| | 
| |
| 
Name and | | 
| | 
| | 
| | 
Stock | | 
Awards | | 
Incentive | | 
Compensation | | 
All Other | | 
| |
| 
Principal | | 
| | 
Salary | | 
Bonus | | 
Awards | | 
Compensation | | 
Plan | | 
Earnings | | 
Compensation | | 
Total | |
| 
Position | | 
Year | | 
($) | | 
($) | | 
($) | | 
($) | | 
($) | | 
($) | | 
($) | | 
($) | |
| 
| | 
| | 
| | 
| | 
| | 
| | 
| | 
| | 
| | 
| |
| 
Joseph Riccelli Sr | | 
| | | | 
| | | | 
| | | | 
| | | | 
| | | | 
| | | | 
| | | | 
| | | | 
| | | |
| 
Chairman, (Retired as CEO Oct.2024) | | 
| 2024 | | | 
$ | 78,000 | | | 
| | | | 
| 0 | | | 
| 0 | | | 
| 0 | | | 
| 0 | | | 
| 0 | | | 
$ | 78,000 | | |
| 
Joseph Riccelli Jr | | 
| | | | 
| | | | 
| | | | 
| | | | 
| | | | 
| | | | 
| | | | 
| | | | 
| | | |
| 
CEO, Director | | 
| 2025 | | | 
$ | 115,000 | | | 
| 0 | | | 
| | | | 
| 0 | | | 
| 0 | | | 
| 0 | | | 
| 0 | | | 
$ | 115,000 | | |
18
There is employment agreements between
us and our Chairman Joseph Riccelli Sr. He has been brought on as a consultant to work with our manufacturer of the Insultex insulation
because of his close working relationship with Ketut Jaya and his company. There is employment agreements between us and our new CEO Joseph
Riccelli Jr.. There are no automobile lease agreements or key man lifeinsurance policies that are to the benefit of our executive officers
of February 17, 2025 in which we would make such payments. There are no standard or other arrangements inwhich our directors are compensated
for any services as a director, including any additional amounts payable for committee participation or special assignments. There are
no other arrangements in which any of our directors were compensated during our last fiscal year for any service provided as a director.
Other than Mr. Riccelli Jr., who is our CEO, Mr.
Riccelli Sr., who is our Chairman and consultant, and Dr. Garlotta who serves as a consultant to the Company we consider the
remaining Directors to be independent.
Securities Authorized for Issuance under Equity Compensation
Plans.
Equity Compensation Plan Information
| 
Plan
Category | | 
Number of securities
to be issued upon exercise of outstanding options, warranties and rights | | 
Weighted-average
exercise price of outstanding options, warranties and rights | | 
Number of securities
remaining available for future issuance under equity compensation plans (excluding those reflected in column
(a)) | |
| 
| | 
(a) | | 
(b) | | 
(c) | |
| 
Equity
compensation plans approved by security holders | | 
$ | 0 | | | 
$ | 0.90(1 | ) | | 
| 400,000 | | |
| 
(1) | Weighted average price was based on market value of the shares on or
about the date the service was performed. Market value of the price per share ranged from $1.90 to $0.76 per share over the period of
time in which the various services were performed. | |
| 
(2) | All stock that has been issued by the Company out of the equity compensation
plan was for the exchange of professional services. were sold for cash. | |
Use of Proceeds from Registered Securities
Not Applicable
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT, AND RELATED STOCKHOLDER MATTERS.
The following table sets forth the ownership as of February
9, 2024, (a) by each person known by us to be the beneficial owner of more than five percent (5%) of our outstanding common stock, and/or
(b) by each of our directors, by all executive officers and our directors and executive officers as a group.
To the best of our knowledge, all persons named have sole
voting and investment power with respect to such shares, except as otherwise noted. There are not any pending or anticipated arrangements
that may cause a change in our control.
19
Security Ownership of Management
| 
Title of Class | | 
Name and Address | | 
| | 
Amount | | 
Nature | | 
Percent | |
| 
| | 
| 
| | | | 
| | | 
| | | 
| | | 
|
| 
Common Stock | | 
Joseph Riccelli | | 
| | | | 
| 7,655,000 | | | 
| Direct | | | 
| 21.1 | % | 
|
| 
| | 
Chairman | | 
| (1) | | 
| 421,478 | | | 
| Indirect | | | 
| | | |
| 
| | 
| | 
| | | | 
| | | | 
| | | | 
| | | |
| 
Common Stock | | 
Joseph A Riccelli Jr. | | 
| | | | 
| 50,000 | | | 
| Direct | | | 
| * | | 
|
| 
| | 
ChiefExecutive Officer Director | | 
| | | | 
| | | | 
| | | | 
| | | |
| 
| | 
| | 
| | | | 
| | | | 
| | | | 
| | | |
| 
Common Stock | | 
Daniel P. Rains | | 
| | | | 
| 160,000 | | | 
| Direct | | | 
| * | | 
|
| 
| | 
Director | | 
| | | | 
| | | | 
| | | | 
| | | |
| 
| | 
| | 
| | | | 
| | | | 
| | | | 
| | | |
| 
Common Stock | | 
Donald V. Garlotta | | 
| | | | 
| 190,000 | | | 
| Direct | | | 
| * | | 
|
| 
| | 
Director | | 
| | | | 
| | | | 
| | | | 
| | | |
| 
| | 
| | 
| | | | 
| | | | 
| | | | 
| | | |
| 
Common Stock | | 
John Spagnolo Jr. | | 
| | | | 
| 30,500 | | | 
| Direct | | | 
| * | | 
|
| 
| | 
Director | | 
| | | | 
| | | | 
| | | | 
| | | |
| 
| | 
| | 
| | | | 
| | | | 
| | | | 
| | | |
| 
All Directors and Executive Officers as a Group | | 
| | 
| | | | 
| 8,486,467 | | | 
| | | | 
| 22.2 | % | |
*Represents
less than one percent.
| 
(1) | Represents shares of common stock held in the Gino A. Riccelli Trust. The Trust is for a son of our
Chief Financial Officer. Mr. Joseph Riccelli is the trustee of the trust. | |
By virtue of his stock ownership or control over our
stock, Mr. Riccelli may be deemed to control the Company.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE.
Our officers and directors may encounter
conflicts of interest between our business objectives and their own interests. We have not formulated a policy for th evolution of such
conflicts. Future transactions or arrangements between or among our officers, directors and shareholders, and businesses they control,
ma result in conflicts of interest, and the conflicts may be resolved in favor of businesses that our officers or directors are affiliated,
which may have an advers effect on our revenues.
Our officers and directors have the following
conflicts of interests:
We lease our warehouse and office space from the Uncle
of our Chief Executive Officer. We pay $3,500 per month for a total of $42,000 per year.. Dr. Donal Garlotta, a director, serves as a
technical advisor to the Company.
20
Independence of Board Members
The Company has adopted the NASDAQ
Listing Rules; Rule 5605 and 5605 (a) (20, for determining the independence of its directors. Directors are deemed independent only if
the Board affirmatively determines that the director has no material relationship with the Company directly or as an officer, share owner
or partner of an entity that has a relationship with the Company or any other relationship which, in the opinion of the Board, would interfere
with the exercise of independent judgment in carrying out the responsibilities of a director.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND
SERVICES.
Our independent principal account for part of fiscal year
2025 was Asesoria Global, S.A for all four quarters and year end audit.
Audit Related Fees
Fiscal year 2024, Fees paid to RW Group; LLC were $25,060. Fees
paid to Elkana Amitai CPA were $2,500
Fiscal year 2025. Fees paid to Asesoria Global S.A. were $28,336
Tax Fees
None.
All Other Fees None.
21
ITEM 15.
| 
Exhibit Number | 
Description | |
| 
| 
| |
| 
3.1 | 
Revised Csertificate of Incorporation**** | |
| 
3.2 | 
Bylaws* | |
| 
4 | 
Specimen Stock Certificate* | |
| 
10.1 | 
Exclusive License and Manufacturing Agreement by and between Ko-Myung Kim, Ketut Jaya and Innovative Designs, Inc. [Confidential Treatment Requested] ** | |
| 
10.2 | 
Authorization dated April 1, 2008 by and between Jordan Outdoor Enterprises, Ltd and Innovative Designs, Inc.*** | |
| 
10.3 | 
License Agreement effective May 30, 2005 by and between Haas outdoors, Inc. and Innovative Designs, Inc.*** | |
| 
10.4 | 
Loan Authorization Agreement, dated July 12, 2005 between the U. S. Small Business Administration and Innovative Designs, Inc.*** | |
| 
10.6 | 
Motor Vehicle Installment Sale Contract dated September 26, 2005. *** | |
| 
10.7 | 
Machinery Purchase Agreement ***** | |
| 
23.1 | 
Consent of Asesoria Global, S.A (filed herewith) | |
| 
31.1 | 
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 
31.2 | 
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 
32.1 | 
Certification Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 
32.2 | 
Certification Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 
99 | 
Test Results from Vartest Lab.* | |
| 
100 | 
Test Results from Texas Research Institute Austin, Inc.* | |
| 
101 | 
Interactive data
files pursuant to Rule 405 of Regulation S-T: (i) the Statement of Operations for the years ended October 31, 2020 and 2019, (ii) the
Balance Sheets at October 31, 2020 and 2019, (iii) the Statements of Cash Flows for the years ended October 31, 2020 and 2019 and (iv)
the notes to the Financial Statements. | |
| 
| 
| |
| 
* | 
Previously filed as exhibits to Registration Statement
on Form SB-2 filed on March 11, 2003 | |
| 
** | 
Previously filed as exhibit to Form 10-KSB filed on February
8, 2008 | |
| 
*** | 
Previously filed as exhibits to Form 10-K/A filed November
23, 2009 | |
| 
**** | 
Previously filed as exhibit to Form 10-K filed February
12, 2015 | |
| 
***** | 
Previously filed as exhibit to Form 10-K filed January
28, 2016 | |
22
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange
Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| 
| 
INNOVATIVE DESIGNS, INC. 
(Registrant) | |
| 
| 
| |
| 
Date: January 29, 2026 | 
by: | 
/s/ Joseph Riccelli | |
| 
| 
| 
Joseph Riccelli | |
| 
| 
| 
Chief Executive Officer | |
In accordance with the Exchange Act, this report has been
signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| 
Date: | 
January 29, 2026 | 
by: | 
/s/ JosephA Riccelli
Jr. | |
| 
| 
| 
| 
Joseph Riccelli | |
| 
| 
| 
| 
Chief Executive Officer, | |
| 
| 
| 
| 
Chief Financial Officer, Principal | |
| 
| 
| 
| 
Accounting Officer, Director | |
| 
| 
| 
| 
| |
| 
Date: | 
January 29, 2026 | 
By: | 
/s/ Joseph Riccelli Sr. | |
| 
| 
| 
| 
Joseph Riccelli Sr. Chairman of the Board of Directors | |
| 
| 
| 
| 
| |
| 
Date: | 
January 29, 2026 | 
By: | 
* Daniel P. Rains | |
| 
| 
| 
| 
Daniel P. Rains | |
| 
| 
| 
| 
Director | |
| 
| 
| 
| 
| |
| 
Date: | 
January 29, 2026 | 
By; | 
/s/ Donald V. Garlotta | |
| 
| 
| 
| 
Donald V. Garlotta Director | |
| 
| 
| 
| 
| |
| 
Date: | 
January 29, 2026 | 
By: | 
/s/ John Spagnolo Jr. | |
| 
| 
| 
| 
John Spagnolo Jr. Director | |
23