INNOVATIVE DESIGNS INC - Quarter Report: 2011 April (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
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For the quarterly period ended April 30, 2011
OR
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
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For the transition period from _______ to ________.
Commission File Number: 000-51791
INNOVATIVE DESIGNS, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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03-0465528
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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223 North Main Street, Suite 1
Pittsburgh, Pennsylvania 15215
(Address of Principal Executive Offices, Zip Code)
(412) 799-0350
(Issuer’s Phone Number Including Area Code)
N/A
(Former Name or Former Address, if changed since last report)
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 preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
YES x NO ¨
Indicate by check mark whether the registrant has submitted electronically and posited on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of regulation S-T during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files). YES x NO x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting Company” in Rule 12b-2 of the Exchange Act.
(Check One)
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Large Accelerated Filer ¨
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Accelerated Filer ¨
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Non-accelerated Filer ¨
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Smaller reporting company x
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(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES o NO x
As of June 14, 2011, there were 18,775,743 shares of the Registrant’s common stock, par value $.0001 per share, outstanding.
Transitional Small Business Disclosure Format: YES ¨ NO x
Innovative Designs, Inc.
Index
Form 10-Q for the Quarter Ended April 30, 2011
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Page No.
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Part I — Financial Information
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Item 1.
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Condensed Financial Statements
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Condensed Balance Sheets at April 30, 2011 (Unaudited)
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and October 31, 2010
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1
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Condensed Statements of Operations for the Three Months Ended
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April 30, 2011 and 2010, Six Months Ended April 30, 2011 and 2010
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2
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Condensed Statement of Changes in Stockholders’ Equity at
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April 30, 2011 (Unaudited) and October 31, 2010
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3
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Condensed Statements of Cash Flows for the Six Months
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Ended April 30, 2011 and 2010
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4
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Notes to Condensed Financial Statements
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5 - 6
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Item 2.
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Management’s Discussion and Analysis of Financial Condition
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and Results of Operations
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7 - 10
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Item T.
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Controls and Procedures
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10
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Part II — Other Information
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Item 6.
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Exhibits
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11
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ITEM 1. CONDENSED FINANCIAL STATEMENTS
INNOVATIVE DESIGNS, INC.
CONDENSED BALANCE SHEETS
April 30, 2011 (Unaudited) and October 31, 2010
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2011
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2010
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ASSETS
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CURRENT ASSETS:
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Cash
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$ | 103,112 | $ | 116,950 | ||||
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Accounts receivable
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43,491 | 152,207 | ||||||
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Inventory - net of obsolete inventory reserve of $126,192
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543,486 | 904,487 | ||||||
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Deposits on inventory
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173,528 | - | ||||||
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Total current assets
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863,617 | 1,173,644 | ||||||
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PROPERTY AND EQUIPMENT, NET
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1,536 | 1,805 | ||||||
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TOTAL ASSETS
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$ | 865,153 | $ | 1,175,449 | ||||
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LIABILITIES AND STOCKHOLDERS' EQUITY
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CURRENT LIABILITIES:
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Accounts payable
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$ | 40,912 | $ | 43,511 | ||||
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Current portion of notes payable
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35,859 | 280,859 | ||||||
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Accrued interest expense
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92,464 | 104,620 | ||||||
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Accounts payable - related party
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28,220 | 28,220 | ||||||
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Related party debt
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3,916 | 41,416 | ||||||
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Shareholders advances
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146,964 | 209,364 | ||||||
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Accrued expenses
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1,015 | 896 | ||||||
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Total current liabilities
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349,350 | 708,886 | ||||||
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LONG-TERM LIABILITIES
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Long-term portion of notes payable
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367,729 | 373,277 | ||||||
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Total long term liabilities
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367,729 | 373,277 | ||||||
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TOTAL LIABILITIES
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717,079 | 1,082,163 | ||||||
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STOCKHOLDERS' EQUITY:
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Preferred stock, $.0001 par value, 100,000,000 shares authorized
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Common stock, $.0001 par value, 500,000,000 shares
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authorized, 18,775,743 and 18,730,743 issued and
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outstanding
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1,880 | 1,875 | ||||||
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Additional paid in capital
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5,648,161 | 5,643,666 | ||||||
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Accumulated deficit
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(5,501,967 | ) | (5,552,255 | ) | ||||
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Total stockholders' equity
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148,074 | 93,286 | ||||||
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
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$ | 865,153 | $ | 1,175,449 | ||||
The accompanying notes are an integral part of these financial statements.
- 1 -
ITEM 1. CONDENSED FINANCIAL STATEMENTS
INNOVATIVE DESIGNS, INC.
STATEMENTS OF OPERATIONS
Three Months Ended April 30, 2011 and 2010, Six Months Ended April 30, 2011 and 2010
(Unaudited)
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Three Months Ended April 30,
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Six Months Ended April 30,
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2011
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2010
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2011
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2010
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REVENUE - NET
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$ | 34,161 | $ | 118,414 | $ | 715,170 | $ | 755,090 | ||||||||
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OPERATING EXPENSES:
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Cost of sales
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29,826 | 59,591 | 329,123 | 324,163 | ||||||||||||
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Selling, general and administrative expenses
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144,369 | 107,878 | 303,740 | 257,402 | ||||||||||||
| 174,195 | 167,469 | 632,863 | 581,565 | |||||||||||||
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(Loss)/income from operations
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(140,034 | ) | (49,055 | ) | 82,307 | 173,525 | ||||||||||
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OTHER EXPENSE:
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Interest expense
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(9,617 | ) | (4,295 | ) | (32,019 | ) | (16,193 | ) | ||||||||
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Total other expense
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(9,617 | ) | (4,295 | ) | (32,019 | ) | (16,193 | ) | ||||||||
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Net income/(loss) before income taxes
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(149,651 | ) | (53,350 | ) | 50,288 | 157,332 | ||||||||||
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Income taxes
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- | - | - | - | ||||||||||||
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NET (LOSS)/INCOME
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$ | (149,651 | ) | $ | (53,350 | ) | $ | 50,288 | $ | 157,332 | ||||||
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Weighted Average Shares Outstanding
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18,722,743 | 18,646,743 | 18,722,743 | 18,425,802 | ||||||||||||
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Net income/(loss) per share
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$ | (.008 | ) | $ | (.003 | ) | $ | .003 | $ | .009 | ||||||
The accompanying notes are an integral part of these financial statements.
- 2 -
INNOVATIVE DESIGNS, INC.
STATEMENTS OF STOCKHOLDERS’ EQUITY
April 30, 2011 (Unaudited) and October 31, 2010
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Common Stock
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Additional
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Accumulated | ||||||||||||||||||
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Shares
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Amount
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Paid in Capital
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Deficit
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Total
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Balance at October 31, 2009
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18,703,743 | $ | 1,873 | $ | 5,638,018 | $ | (5,600,832 | ) | $ | 39,059 | ||||||||||
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Shares issued for services
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32,000 | 3 | 7,397 | - | 7,400 | |||||||||||||||
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Return of shares for non-performance of services
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(5,000 | ) | (1 | ) | (1,749 | ) | - | (1,750 | ) | |||||||||||
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Net income
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- | - | - | 48,577 | 48,577 | |||||||||||||||
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Balance at October 31, 2010
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18,730,743 | 1,875 | 5,643,666 | (5,552,255 | ) | 93,286 | ||||||||||||||
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Shares issued for services
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45,000 | 5 | 4,495 | - | 4,500 | |||||||||||||||
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Net income
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- | - | - | 50,288 | 50,288 | |||||||||||||||
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Balance at April 30, 2011
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18,775,743 | $ | 1,880 | $ | 5,648,161 | $ | (5,501,967 | ) | $ | 148,074 | ||||||||||
The accompanying notes are an integral part of these financial statements.
- 3 -
ITEM 1. CONDENSED FINANCIAL STATEMENTS
INNOVATIVE DESIGNS, INC.
STATEMENTS OF CASHFLOW
(Unaudited)
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For the Six Months Ended
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April 30, 2011
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April 30, 2010
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CASH FLOWS FROM OPERATING ACTIVITIES:
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Net income
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$ | 50,288 | $ | 157,332 | ||||
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Adjustments to reconcile net income to cash provided by operating activities:
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Common stock issued for services
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4,500 | - | ||||||
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Depreciation
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269 | 3,830 | ||||||
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Changes in operating assets and liabilities:
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Accounts receivable
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108,716 | 57,876 | ||||||
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Inventory
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361,001 | 291,726 | ||||||
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Deposits on inventory
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(173,528 | ) | (231,605 | ) | ||||
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Accounts payable
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(2,599 | ) | (21,382 | ) | ||||
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Accrued expenses
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119 | - | ||||||
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Accrued interest on notes payable
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(12,156 | ) | (6,800 | ) | ||||
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Net cash provided by operating activities
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336,610 | 250,977 | ||||||
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CASH FLOWS FROM FINANCING ACTIVITIES:
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Payments on note payable
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(250,548 | ) | (130,836 | ) | ||||
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Payment on note payable - related party
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(37,500 | ) | (29,000 | ) | ||||
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Payment of shareholder advances
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(62,400 | ) | (8,400 | ) | ||||
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Net cash used in financing activities
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(350,448 | ) | (168,236 | ) | ||||
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Net (decrease)/increase in cash
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$ | (13,838 | ) | $ | 82,741 | |||
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Cash - beginning of year
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$ | 116,950 | $ | 26,872 | ||||
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Cash - end of period
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$ | 103,112 | $ | 109,613 | ||||
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Supplemental cash flow information:
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Cash paid for interest
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$ | 16,923 | $ | 16,193 | ||||
The accompanying notes are an integral part of these financial statements.
- 4 -
INNOVATIVE DESIGNS, INC.
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
April 30, 2011
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1.
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BASIS OF PRESENTATION - INTERIM FINANCIAL STATEMENTS
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The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the general instructions to Form 10-Q. Accordingly, they do not include all information and footnotes required by GAAP for complete financial statements. These interim financial statements should be read in conjunction with our audited financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended October 31, 2010. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Actual results could differ from those estimates. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. The results of operations for the periods presented are not necessarily indicative of the results that may be expected for the year ending October 31, 2011 or any future period.
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2.
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FASB ACCOUNTING STANDARDS CODIFICATION TOPIC 718 SHARE-BASED PAYMENT (FASB ASC 718)
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FASB ASC 718 establishes standards for the accounting and transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. This Statement focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions. This Accounting Standard Codification does not change the accounting guidance for share-based payment transactions with parties other than employees provided in FASB ASC 718 as originally issued and EITF Issue No. 96-18, “Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services.” This Accounting Standard Codification does not address the accounting for employee share ownership plans, which are subject to AICPA Statement of Position 93-6, Employers’ Accounting for Employee Stock Ownership Plans. The adoption of FASB ASC 718 by the Company did not have a material impact on the Company’s financial position, results of operations or cash flows. There was no change in the status of outstanding shares or in the Equity Compensation Plan since October 31, 2006, and no shares were granted to employees of the Company for services rendered or to be rendered.
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3.
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EARNINGS PER SHARE
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Innovative Designs, Inc. (the “Company”) calculates net income (loss) per share as required by FASB ASC Topic 260, Earnings per Share. Basic earnings (loss) per share is calculated by dividing income (loss) by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares and dilutive common stock equivalents outstanding. During the periods presented common stock equivalents were not considered as their effect would be anti-dilutive.
- 5 -
INNOVATIVE DESIGNS, INC.
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
April 30, 2011
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4.
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INCOME TAXES
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The Company follows FASB ASC Topic 740 “Accounting for Income Taxes.” Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in asset or liability each period. The Company has net operating losses (NOLs) carry forwards that can be used to eliminate the tax liability in the current period and therefore no tax liability or tax provision is reflected in these current quarterly financial statements.
The Company will continue to evaluate its income tax obligation throughout the year and will record a tax provision when it is necessary.
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5.
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COMMON STOCK
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On April 11, 2011, the Company issued 25,000 shares of our stock to Ashley Kane for professional services. The shares issued to Ashley Kane were valued at $.10 a share or an aggregate price of $2,500. We believe that Section 4(2) was available because the sale did not involve a public offering and there was no general solicitation or general advertising involved in the sale. We placed legends on the stock certificates stating that the securities were not registered under the Securities Act and set forth the restrictions on their transferability and sale.
On April 11, 2011, the Company issued 20,000 shares of our stock to Gregory Domion for professional services. The shares issued to Gregory Domion were valued at $.10 a share or an aggregate price of $4,000. We believe that Section 4(2) was available because the sale did not involve a public offering and there was no general solicitation or general advertising involved in the sale. We placed legends on the stock certificates stating that the securities were not registered under the Securities Act and set forth the restrictions on their transferability and sale.
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6.
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SUBSEQUENT EVENTS
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The Company has evaluated subsequent events in accordance with Accounting Standards Codification Topic 855, Subsequent Events, through June 14, 2011, which is the date financial statements were available to be issued. During the evaluation no subsequent event items were identified by the Company.
- 6 -
INNOVATIVE DESIGNS, INC.
April 30, 2011
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
General
The following information should be read in conjunction with the consolidated financial statements and the notes thereto and in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended October 31, 2010.
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. (hereinafter referred to as the “Company”, “we or “our”) was formed on June 25, 2002. We market and sell clothing products such as hunting apparel, and cold weather gear called “Artic Armor” that are made from INSULTEX, a material with buoyancy, scent block and thermal resistant proprieties. We obtain INSULTEX through a license agreement with the owner and manufacturer of the material. Since our formation we have devoted our efforts to:
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·
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Completing the development, design and prototypes of our products,
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·
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Obtaining retail stores or sales agents to offer and sell our products, and
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Developing our website to sell more of our products.
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- 7 -
INNOVATIVE DESIGNS, INC.
April 30, 2011
Results of Operations
Comparison of the Three Months Ended April 30, 2011 with the Three Months Ended April 30, 2010.
Revenues
The following table shows a comparison of the results of operations between the three months ended April 30, 2011 and three months ended April 30, 2010:
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Three
Months
Ended
April 30, 2011
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% of
Sales
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Three Months
Ended
April 30, 2010
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% of
Sales
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$ Increase
(Decrease)
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% Change
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REVENUE - NET
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$ | 34,161 | 100 | % | $ | 118,414 | 100 | % | $ | (84,253 | ) | (71.2 | )% | |||||||||||
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OPERATING EXPENSES
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Cost of sales
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29,826 | 78.6 | % | 59,591 | 50.3 | % | (29,765 | ) | (50 | )% | ||||||||||||||
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Selling, general and administrative expenses
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144,369 | 380.4 | % | 107,878 | 91.1 | % | 36,491 | 33.8 | % | |||||||||||||||
| 174,195 | 380.4 | % | 167,469 | 141.4 | % | 6,726 | 4.0 | % | ||||||||||||||||
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Loss from operations
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(140,034 | ) | (409.9 | )% | (49,055 | ) | (41.4 | )% | (90,979 | ) | (185.5 | )% | ||||||||||||
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OTHER EXPENSE
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INTEREST EXPENSE
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(9,617 | ) | 25.3 | % | (4,295 | ) | (3.6 | )% | (5,322 | ) | (123.9 | )% | ||||||||||||
| (9,617 | ) | 25.3 | % | (4,295 | ) | (3.6 | )% | (5,322 | ) | (123.9 | )% | |||||||||||||
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Net (loss)/income
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$ | (149,651 | ) | (438.1 | )% | $ | (53,350 | ) | (45.1 | )% | $ | (96,301 | ) | (180.5 | )% | |||||||||
Three Months Ended April 30, 2011 and 2010.
Revenues for the quarter ended April 30, 2011, were $34,161 compared to revenues of $118,414 for the quarter ended April 30, 2010. The decrease was partially attributable to the fact that during the quarter ended April, 30, 2010, we has just entered the Alaskan market which accounted for a surge in orders for our cold weather products. Our revenue for the period was also affected by a sales return of approximately $14,000 that was a result of a double shipment. Nearly all of our revenue for the period was from our Arctic Armor product line.
- 8 -
INNOVATIVE DESIGNS, INC.
April 30, 2011
The following table shows a comparison of the results of operations between the six months ended April 30, 2011 and six months ended April 30, 2010:
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Six Months
Ended
April 30,
2011
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% of
Sales
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Six Months
Ended
April 30, 2010
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% of
Sales
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$ Increase
(Decrease)
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% Change
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REVENUE - NET
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$ | 715,170 | 100 | % | $ | 755,090 | 100 | % | $ | (39,920 | ) | (5.3 | )% | |||||||||||
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OPERATING EXPENSES
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Cost of sales
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329,123 | 45.8 | % | 324,163 | 42.9 | % | 4,960 | 1.5 | % | |||||||||||||||
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Selling, general and administrative expenses
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303,740 | 42.2 | % | 257,402 | 34.1 | % | 46,338 | 18.0 | % | |||||||||||||||
| 632,863 | 88.0 | % | 581,565 | 77.0 | % | 51,298 | 8.8 | % | ||||||||||||||||
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Income from operations
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82,307 | 12.0 | % | 173,525 | 23.0 | % | (91,218 | ) | (52.6 | )% | ||||||||||||||
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OTHER EXPENSE
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INTEREST INCOME (EXPENSE)
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(32,019 | ) | (4.5 | )% | (16,193 | ) | (2.1 | )% | (15,826 | ) | (97.7 | )% | ||||||||||||
| (32,019 | ) | (4.5 | )% | (16,193 | ) | (2.1 | )% | (15,826 | ) | (97.7 | )% | |||||||||||||
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Net income
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$ | 50,288 | 7.5 | % | $ | 157,332 | 20.8 | % | $ | (107,044 | ) | (68.0 | )% | |||||||||||
Revenue for the six months ended April 30, 2011, was $715,170 compared to revenues of $755,090 for the six months ended April 30, 2011. The decrease is a result, in part, of the fact that during 2010, we had just entered the Alaskan market. This resulted in a surge in orders. The third quarter is historically a slow period given the cold weather nature of our main product line.
- 9 -
INNOVATIVE DESIGNS, INC.
April 30, 2011
Liquidity and Capital Resources
During the quarter ended April 30, 2011, we funded our operations with revenues from sales. We will continue to fund operations from revenues and borrowings and the possible sale of securities. Our ability to obtain outside funding of either debt or equity is being adversely affected in part, by the general inability to obtain commercial lending.
Short Term: We funded our operations with revenues from sales. The financial institution has restricted the amounts we can borrow on our lines of credit and they will not increase our borrowing capacity on the lines of credit. The Company continues to pay its creditors when payments are due and has been successful in expanding its sales base into the oil and gas industry and to the railroad industry as well as to other sectors of the market.
Long Term: The Company will continue to fund operations from revenues, borrowings and the possible sale of its securities. The Company continues to purse financing to fund its long-term liquidity needs, however, the general state of the credit industry has made borrowing more difficult.
ITEM T. CONTROLS AND PROCEDURES
Management has developed and implemented a policy and procedures for reviewing, on a quarterly basis, our disclosure controls and procedures and our internal control over financial reporting. Effective March 19, 2008, our Chief Executive Officer temporarily assumed the duties of our Chief Financial Officer. As of the date of filing this Form 10-Q, the Chief Executive Officer continues these duties. During the second quarter of 2009, the Company hired an outside Certified Public Accountant to analyze and prepare the books and records on a quarterly basis. As such, only immaterial reclassifications were made during the first and second quarter of 2011.
Changes in Internal Control Over Financial Reporting
During the most recent fiscal quarter, there were no changes in the Company’s internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13(a)-15 or 15d-15 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
- 10 -
INNOVATIVE DESIGNS, INC.
April 30, 2011
PART II
ITEM 6. EXHIBITS
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*3.1
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Certificate of Incorporation
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*3.2
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By Laws
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31.1
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Rule 13a - 14a Certification of Chief Executive Office and Chief Financial Officer
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32.1
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Section 1350 Certification of Chief Executive Officer and Chief Financial officer
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*
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Incorporated by reference to the Company’s registration statement on Form SB-2, filed March 11, 2003
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Innovative Designs, Inc.
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Registrant
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Date: June 14, 2011
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by:
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/s/ Joseph Riccelli
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Joseph Riccelli, Chief Executive Officer
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and Chief Financial Officer
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