Innovative Designs 10Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-QSB


[X]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended January 31, 2007

OR

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

For the transition period from _______ to ________.

Commission File Number: 333-103746

INNOVATIVE DESIGNS, INC.
(Exact Name of Registrant as Specified in its Charter)

Delaware
03-0465528
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification No.)

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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES [ ] NO [X]
 
As of March 15, 2007, there were 16,901,193 shares of the Registrant’s common stock, par value $.01 per share, outstanding.

Transitional Small Business Disclosure Format:  YES [ ] NO [X]


Innovative Designs, Inc.

Index

Form 10-QSB for the Quarter Ended January 31, 2007

 Part I -- Financial Information
Page No.
     
Item 1.
Condensed Financial Statements (unaudited)
  
     
 
     
   
 
     
   
 
     
   
 
     
 
     
 
 
     
     
     
 
Part II -- Other Information
  
     
 

 
PART I - FINANCIAL INFORMATION
ITEM 1. CONDENSED FINANCIAL STATEMENTS
INNOVATIVE DESIGNS, INC.

CONDENSED BALANCE SHEETS
(Debtor-in-Possession)
January 31, 2007 (Unaudited) and October 31, 2006

ASSETS
  
   
2007
  
2006
  
           
CURRENT ASSETS:
          
Cash
  
$
71,505
  
$
66,275
  
Accounts receivable
    
342,291
    
283,251
  
Inventory
    
694,772
    
727,210
  
Other assets
    
7,559
    
11,572
  
Total current assets
    
1,116,127
    
1,088,308
  
               
PROPERTY AND EQUIPMENT, NET
    
19,300
    
20,497
  
TOTAL ASSETS
  
$
1,135,427
  
$
1,108,805
  
               
LIABILITIES AND STOCKHOLDERS' DEFICIT
      
       
CURRENT LIABILITIES:
      
Current liabilities not subject to compromise:
              
Accounts payable
  
$
6,881
  
$
6,881
  
Current portion of notes payable
    
358,058
    
391,412
  
Accrued interest expense on debt not subject to compromise
    
62,200
    
62,200
  
Current liabilities not subject to compromise
    
427,139
    
460,493
  
               
Current liabilities subject to compromise:
              
Accounts payable - related party
    
28,220
    
28,220
  
Current portion of related party debt
    
111,000
    
111,000
  
Due to shareholders
    
51,500
    
41,500
  
Accrued expenses
    
5,538
    
4,925
  
Accrued liability related to arbitration award
    
4,176,000
    
4,176,000
  
Current liabilities subject to compromise
    
4,372,258
    
4,361,645
  
Total current liabilities
    
4,779,397
    
4,822,138
  
               
LONG-TERM LIABILITIES NOT SUBJECT TO COMPROMISE:
      
Long-term liabilities not subject to compromise:
              
Long-term portion of notes payable
    
422,939
    
426,458
  
Total long term liabilities not subject to compromise
    
422,939
    
426,458
  
               
TOTAL LIABILITIES
    
5,222,336
    
5,248,596
  
               
STOCKHOLDERS' DEFICIT:
      
Preferred stock, $.0001 par value, 100,000,000 shares authorized 
              
Common stock, $.0001 par value, 500,000,000 shares
              
authorized, 16,901,193 and 19,224,291 shares
              
issued and outstanding
    
1,691
    
1,691
  
Additional paid in capital
    
4,402,940
    
4,402,940
  
Accumulated deficit
    
(8,491,540
)
  
(8,544,422
)
Total stockholders' (deficit)
    
(4,086,909
)
  
(4,139,791
)
               
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
  
$
1,135,427
  
$
1,108,805
  

The accompanying notes are an integral part of these financial statements.
 
1
 
INNOVATIVE DESIGNS, INC.

STATEMENTS OF OPERATIONS
(Debtor-in-Possession)
(Unaudited)

           
   
For the Three Months Ended
  
   
January 31, 2007
  
January 31, 2006
  
           
REVENUE
  
$
215,683
  
$
12,241
  
               
OPERATING EXPENSES:
              
Cost of sales
    
85,908
    
5,141
  
Non-cash stock
             
compensation
    
-
    
168,000
  
Selling, general and
             
administrative expenses
    
69,694
    
59,522
  
     
155,602
    
232,663
  
               
Income (loss) from operations
    
60,081
    
(220,422
)
               
OTHER INCOME AND (EXPENSE):
              
Interest expense
    
(7,199
)
  
(4,138
)
               
Net income (loss)
  
$
52,882
  
$
(224,560
)
               
Per share information -
             
basic and fully diluted
              
               
Weighted Average
              
Shares Outstanding
    
16,906,030
    
17,687,073
  
               
Net income (loss) per share
    
.003
    
(.013
)
               


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

 
2
 

INNOVATIVE DESIGNS, INC.

STATEMENTS OF STOCKHOLDERS’ DEFICIT
(Debtor-in-Possession)
January 31, 2007 (Unaudited) and October 31, 2006

                       
                       
   
Common Stock
      
Additional
          
   
Shares
  
Amount
  
Paid in Capital
  
Retained Deficit
  
Total
  
                       
Balance at October 31, 2005
    
19,224,291
  
$
1,923
  
$
4,813,676
  
$
(5,032,704
)
$
(217,105
)
                                 
Shares issued for services
    
625,000
    
63
    
259,688
    
-
    
259,751
  
                                 
Shares issued for cash
    
611,000
    
61
    
261,059
    
-
    
261,120
  
                                 
Shares returned for
nonperformance of services
    
(1,650,000
)
  
(165
)
  
(168,035
)
  
200
    
(168,000
)
                                 
Reverse shares issued for
extinguishment of note payable
    
(1,909,098
)
  
(191
)
  
(763,448
)
  
-
    
(763,639
)
                                 
Net loss
    
-
    
-
    
-
    
(3,511,918
)
  
(3,511,918
)
                                 
Balance at October 31, 2006
    
16,901,193
    
1,691
    
4,402,940
    
(8,544,422
)
  
(4,139,791
)
                                 
Net income
    
-
    
-
    
-
    
52,882
    
52,882
  
                                 
Balance at January 31, 2007
    
16,901,193
  
$
1,691
  
$
4,402,940
  
$
(8,491,540
)
$
(4,086,909
)



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


 
3
 
INNOVATIVE DESIGNS, INC.

STATEMENTS OF CASHFLOW
(Debtor-in-Possession)
(Unaudited)


   
For the Three Months Ended
  
   
January 31, 2007
  
January 31, 2006
  
           
CASH FLOWS FROM OPERATING ACTIVITIES
          
Net income (loss)
  
$
52,882
  
$
(224,560
)
Adjustments to reconcile net income (loss) to cash
             
  provided by (used in) operating activities:
              
Common stock issued for services
    
-
    
168,000
  
Depreciation and amortization
    
1,197
    
4,032
  
Changes in operating assets and liabilities:
              
Accounts receivable
    
(59,040
)
  
43,767
  
Inventory
    
32,438
    
(31,271
)
Accounts payable
    
-
    
(11,752
)
Accrued expenses
    
613
    
5,340
  
Other assets
    
4,013
    
-
  
Net cash provided by (used in) operating activities
    
32,103
    
(46,444
)
               
CASH FLOWS FROM FINANCING ACTIVITIES:
              
Payments on note payable
    
(36,873
)
  
(2,372
)
Payment on related party note
    
-
    
(10,000
)
Payment on loan payable
    
-
    
(655
)
Receipt of shareholder advances
    
10,000
    
-
  
Shareholder advances
    
-
    
29,000
  
Common stock issued for cash
    
-
    
25,620
  
Net cash (used in) provided by financing activities
    
(26,873
)
  
41,593
  
               
Net increase (decrease) in cash
  
$
5,230
  
$
(4,851
)
               
Cash - beginning of year
  
$
66,275
  
$
42,434
  
Cash - end of period
  
$
71,505
  
$
37,583
  
               
Supplemental cash flow information:
              
               
Cash paid for interest
  
$
3,162
  
$
138
  



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


 
4
 

INNOVATIVE DESIGNS, INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS
January 31, 2007
 
1. BASIS OF PRESENTATION - INTERIM FINANCIAL STATEMENTS 

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-QSB. 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-KSB for the fiscal year ended October 31, 2006. 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, 2007 or any future period.

2. EARNINGS PER SHARE

Innovative Designs, Inc. (the “Company”) calculates net income (loss) per share as required by Statement of Financial Accounting Standard No. 128, 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.

3. GOING CONCERN

The Company's financial statements are presented on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.

The Company has experienced a significant loss from operations as a result of its investment necessary to achieve its operating plan, which is long-range in nature. For the three month period ended January 31, 2007 and 2006, the Company incurred a net income (loss) of $52,882 and ($224,560), respectively. Since the Company’s inception, they have incurred a net loss from operations of ($4,947,287). The Company has working capital of $693,001 and $15,935 and a stockholders’ (deficit) of ($4,082,896) and ($248,045) at January 31, 2007 and 2006, respectively.

On November 15, 2006, the Honorable M. Bruce McCullough granted the Petition for Relief filed by Petitioning Creditors with the United States Bankruptcy Court for the Western District of Pennsylvania. The Company and its external legal counsel believe the granting of this petition to be in error. Given the nature of the proceeding, the Company’s legal counsel moved to convert the case to one under Chapter 11, which was granted.

 
5
 
INNOVATIVE DESIGNS, INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS
January 31, 2007

 
Although the Company intends to continue its normal business operations during the pendency of the bankruptcy proceedings, the financial statements and notes to the financial statements have been prepared using the guidance of Statement of Position 90-7 Financial Reporting by Entities in Reorganization Under the Bankruptcy Code (SOP 90-7).

Under Chapter 11, certain claims against the Debtor in existence prior to the filing of the petitions for relief under the federal bankruptcy laws are stayed while the Company continues business operations as Debtor-in-possession. These claims are reflected in the January 31, 2007 and October 31, 2006 balance sheets as “liabilities subject to compromise.” Additional claims (liabilities subject to compromise) may arise subsequent to the filing date resulting from rejection of executory contracts, including leases, and from the determination by the court (or agreed to by parties in interest) of allowed claims for contingencies and other disputed amounts. Claims secured against the Company’s assets (“secured claims”) also are stayed, although the holders of such claims have the right to move the court for relief from the stay. Secured claims are secured primarily by liens on various Company assets as well as the personal property of Joseph Riccelli, Chief Executive Officer.

As of March 8, 2007, the Company has not filed its plan of reorganization with the United States Bankruptcy Court, nor has it determined its reorganization value. Consequently, the assets and liabilities are reflected in the January 31, 2007 and October 31, 2006 financial statements, at historical cost with no adjustments being made to reflect estimated settlement amounts. The Company continues to pay its obligations, as they become due.

The Company's ability to continue as a going concern is contingent upon its ability to expand its operations and secure additional financing and emerge out of bankruptcy. The Company is currently pursuing financing for its operations and seeking to expand its operations. The Company and its legal Counsel have been and will continue to resolve its bankruptcy matter. Failure to secure such financing or expand its operations may result in the Company not being able to continue as a going concern.

The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern or to emerge from bankruptcy.

4. CONTINGENCIES AND UNCERTAINTIES

District Court Case No. 04-00593-AJS

This Case was administratively closed by presiding Judge Arthur J. Schwab immediately after entering a Judgment on behalf of Elio D. Cattan and Eliotex SRL on May 9, 2006 based upon a purported default judgment entered against IDI in Italy as discussed above. IDI intends to file a Motion to Open Administratively Closed Case in order to pursue the adjudication of the patent non-infringement, declaration of invalidity of patent and trademark non-infringement claims that were the principal focus on its suit, and which have yet to be adjudicated. The basis of this Motion is the receipt by IDI of an expert analysis of the U.S. patent owned by Elio D. Cattan. The analysis prepared for IDI indicates that the patent was obtained improperly, is a verbatim repetition of a prior patent and should not have been issued.

 
6
 
INNOVATIVE DESIGNS, INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS
January 31, 2007

 
IDI filed an appeal in the United States Court of Appeals for the Third Circuit at Appeal No. 06-2203 from the aforementioned Judgment, as well as from the Interlocutory Order of Judge Schwab binding IDI to the terms of an arbitration clause set forth in a contract that it did not sign, and which contract expired by its terms prior to the creation of IDI. IDI filed its Appellant’s Initial Brief and Appendix on January 26, 2007, and is confident that its appeal will be upheld by the Third Circuit. There has been no change in the status of this matter since January 26, 2007.

Bankruptcy Case No. 06-23921-MBM

During 2006, an Involuntary Chapter 7 Petition by petitioning Creditors Elio D. Cattan, Eliotex, SRL and Adriano Battistotti, Italian counsel for Cattan and Eliotex, SRL. The Petitioners asserted the aforementioned Judgment as the basis of their claim, and averred its non-payment by IDI. IDI responded with a Motion to Dismiss the Petition, averring that the Petitioners were not entitled to relief pursuant to the provisions of 11 U.S.C. § 303, in that the number of Petitioning Creditors was inadequate, all of the claims relate to the same Judgment, subject to appeal, and IDI is generally paying its debts when due (in fact IDI is current on all of its financial obligations, with the exception of the Judgment subject to pending appeal).

In response to the Motion to Dismiss, the Petitioning Creditors recruited three additional Petitioning Creditors, the members of the arbitration panel in Italy who purported to render the Italian arbitration award. Bankruptcy Judge M. Bruce McCullough dismissed IDI’s Motion to Dismiss, and directed IDI to answer the petition. On November 15, 2006, the Court granted the Petition for Relief, thereby placing IDI in bankruptcy. IDI’s counsel immediately thereafter made an oral motion for the Case to be converted to Chapter 11, which was granted. The Court further indicated that it would reserve the issue of sanctions against the Petitioning Creditors and an award of counsel fees to IDI for later proceedings. IDI thereafter filed a Motion for Reconsideration, which Motion is pending in the Bankruptcy Court.

IDI thereupon made Application for an Order Allowing the Use of Cash Collateral, which Order was granted by Judge McCullough on January 17, 2007. This Order permits IDI to maintain and continue all of its pre-Petition financing agreements with its principal lenders, Enterprise Bank and the Small Business Administration. As all actions against IDI are stayed by the bankruptcy filing, IDI is maintaining normal business operations during the pendency of the Case. There has been no change in the status of this matter since January 17, 2007.

 
7
 
 
 
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-KSB for the fiscal year ended October 31, 2006.

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 sleeping bags, 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:

·  
Formulating and developing our business plan;
·  
Raising funding either through the sale of our common stock or through borrowing;
·  
Developing our marketing plan;
·  
Completing the development, design and prototypes of our products, and
·  
Obtaining retail stores to offer and sell our products.

In November 2006, we were placed into involuntary Chapter 7 bankruptcy proceeding which was subsequently converted to a Chapter 11 proceeding.


 
8
 

 
Results of Operations

Comparison of the Three Months Ended January 31, 2007 with the Three Months Ended January 31, 2006

Revenues

The following table shows a comparison of the results of operations between the three months ended January 31, 2007 and three months ended January 31, 2006:

   
Three Months
Ended
January 31, 2007
  
% of
Sales
  
Three Months
Ended
January 31, 2006
  
% of
Sales
  
$ Increase
(Decrease)
  
% Change
  
REVENUE
  
$
215,683
    
100
%
$
12,241
    
100
%
$
203,442
    
1,662
%
                                       
OPERATING EXPENSES
                              
Cost of sales
    
85,908
    
39.8
%
  
5,141
    
41.0
%
  
80,767
    
1,571
%
Non-stock
compensation
    
-
    
-
    
168,000
    
1,372.4
%
  
(168,000
)
  
100
%
Selling,
general and
administrative
expenses
    
69,694
    
32.3
%
  
59,522
    
486.3
%
  
10,172
    
17.1
%
     
155,602
    
72.1
%
  
232,663
    
1,900.7
%
  
(77,061
)
  
33.1
%
Income (loss)
from operations
    
60,081
    
27.9
%
  
(220,422
)
  
(1,800.7
)%
  
280,503
    
127.2
%
                                       
OTHER INCOME (EXPENSE)
                              
Interest expense
    
(7,199
)
  
(3.3
%)
  
(4,138
)
  
(33.8
)%
  
3,061
    
74
%
     
(7,199
)
  
(3.3
%)
  
(4,138
)
  
(33.8
)%
            
                                       
Net income (loss)
  
$
52,882
    
24.5
%
$
(224,560
)
  
(1,834.4
)%
$
277,442
    
123.5
%

The increase in sales revenue for the three months ended January 31, 2007 over the corresponding period ending January 31, 2006 is a result of the Company using more sales agents who were familiar with the industries that have a need for our Artic Armor line of products. A strong majority of our sales during the period were for this product line.

Because of the seasonal nature of our current product lines, Artic Armor and our hunting line, we do not expect the next quarter to show strong sales of these items.



 
9
 

 
Liquidity and Capital Resources

During the quarter ended January 31, 2007, we funded our operations with revenues from sales and loans from our Chief executive Officer. 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 adversely affected by our status in bankruptcy.

ITEM 3. 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. Management, including our principal executive and financial officer, evaluated the effectiveness of the design and operation of disclosure controls and procedures as of January 31, 2007 and, based on their evaluation, our principal executive and financial officers have concluded that these controls and procedures are operating effectively. Disclosure controls and procedures are controls and other procedures that are designed to ensure that information we are required to disclose in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports we file under the Exchange Act is accumulated and communicated to management, including the principal executive and financial officers, as appropriate to allow timely decisions regarding required disclosure.

There were no significant changes in our internal control over financial reporting during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 
10
 
 

 
ITEM 6. EXHIBITS

 
*3.1
Certificate of Incorporation
     
 
*3.2
By Laws
     
 
     
 
     
 
     
 


*Incorporated by reference to the Company’s registration statement on Form SB-2, filed March 11, 2003


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.


 
Innovative Designs, Inc.
 
Registrant
   
   
Date: March 21, 2007
/s/ Joseph Riccelli
 
Joseph Ricelli, Chief Executive Officer
   
   
Date: March 21, 2007
/s/ Anthony Fonzi
 
Anthony Fonzi, Chief Financial Officer


 
 
11