10-K/A: Innovative Designs Inc. Files Amended Annual Report
Annual Report Amendment
Innovative Designs, Inc. has filed an amendment to its 2025 Form 10-K to correct the date of the independent registered public accounting firm's report.
Summary
- This filing is an amendment (10-K/A) to the original Form 10-K for the fiscal year ended October 31, 2025.
- The amendment is solely to correct an administrative error in the date of the independent registered public accounting firm's report.
- The original report was incorrectly dated February 29, 2026; the correct date is January 29, 2026.
- No other changes or updates have been made to the original filing.
- The company operates in two segments: house wrap for the building construction industry and cold weather clothing, both utilizing Insultex material.
Sentiment
Score: 6
Explanation: StockSavvy.ai views this filing as cautiously optimistic due to significant revenue and profit growth, but tempered by persistent going concern issues and material weaknesses in internal controls.
Positives
- Revenue significantly increased by 100.0% to $2,765,149 for the fiscal year ended October 31, 2025, compared to $1,382,415 in the prior year.
- Income from operations increased by 262.3% to $500,606 from $138,173.
- Net income improved substantially to $494,703 from $96,923, a 132.2% increase.
- The company successfully won a lawsuit against the Federal Trade Commission (FTC) regarding its house wrap product claims, with the judgment upheld on appeal.
- Positive cash flow from operations of $459,847 for the fiscal year ended October 31, 2025, compared to negative cash flow of ($201,668) in the prior year.
Negatives
- The company continues to face substantial doubt regarding its ability to continue as a going concern, despite recent net income and positive operating cash flow.
- The company has an accumulated deficit of ($10,045,330) as of October 31, 2025.
- The company relies on a single supplier for Insultex material and a single manufacturer for apparel production, creating concentration risk.
- The company has material weaknesses in its internal controls over financial reporting, including the lack of a unified accounting system and improper inventory cost tracking.
- The company's shares are considered 'penny stocks', which may subject them to additional sales practice and disclosure requirements for broker-dealers, potentially affecting liquidity and price.
Risks
- Lack of sufficient operating funds and potential cash flow issues due to payment terms with manufacturers versus accounts payable.
- Intense competition from larger, well-financed companies with greater brand recognition and resources.
- Cyclicality in sales of Arctic Armor apparel due to dependence on cold weather conditions.
- Dependence on a single supplier for Insultex material and a single manufacturer for apparel production.
- Potential loss of key management personnel, specifically the CEO, Joseph Riccelli Jr.
- The company's status as a 'penny stock' may affect the liquidity and trading of its shares.
- The company's reliance on private sales of common stock, private borrowings, and advances from stockholders for funding operations.
Future Outlook
The company intends to continue funding its operations from revenues, private borrowings, and the sale of its common stock until it can achieve sales sufficient to cover its cost structure or secure commercial lending arrangements. Management plans to address material weaknesses in internal controls by meeting more frequently with external accountants and potentially hiring an external bookkeeper.
Management Comments
- Management believes that its forward-looking statements are reasonable but cautions against undue reliance on them.
- Management has concluded that disclosure controls and procedures were not effective as of October 31, 2024, due to identified deficiencies in internal controls over financial reporting.
- Management plans to address material weaknesses in internal controls by meeting more with its external accountant and potentially hiring an external bookkeeper.
Industry Context
StockSavvy.ai notes that Innovative Designs, Inc. operates in the building construction materials (house wrap) and cold weather apparel sectors. The significant revenue growth in house wrap suggests a potential recovery or increased market penetration, while the decline in apparel revenue indicates a strategic shift or inventory sell-off. The company's reliance on a single supplier for its core Insultex material is a notable risk in a supply-chain sensitive industry.
Comparison to Industry Standards
- The company's revenue growth of 100% is exceptionally high, significantly outperforming the typical growth rates seen in the mature building materials and apparel industries.
- The reported net income margin of 17.9% for the fiscal year ended October 31, 2025, is strong, especially considering the company's historical financial performance and ongoing going concern issues. However, it is crucial to compare this against industry benchmarks for specialty building materials and niche apparel, which can vary widely.
- The company's significant accumulated deficit of over $10 million contrasts sharply with the financial health of established players in the building materials sector like DuPont or Kimberly Clark, who typically maintain strong balance sheets and profitability.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| CEO and Board Member | Mr. Kolocouris (resigned) | Joseph Riccelli Jr. | 2025-01-10 | To fill the seat left open when Mr. Kolocouris resigned on October 3, 2024. |
| Board Member | Robert Adams (resigned) | John Spagnolo Jr. | 2025-01-10 | To fill the seat left open after Robert Adams resigned. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Audit Committee | The company does not have a separate standing Audit Committee; the entire Board of Directors acts as the Audit Committee. | Potential for less specialized oversight compared to a dedicated committee. | |
| Nominating and Compensation Committees | The company does not have a nominating committee or a compensation committee. | New board members are recommended by the Chairman of the Board. Compensation decisions are made by the Board. This structure is influenced by the principal stockholder's control. | |
| Code of Ethics | The company has not yet adopted a code of ethics due to minimal operations and small staff. | Lack of formal ethical guidelines could pose a risk as the company grows. | |
| Internal Controls | Material weaknesses identified in internal controls over financial reporting, including lack of a unified accounting system and improper inventory cost tracking. | 2024-10-31 | Increases the risk of errors in financial reporting and potential misstatements. |
Legal Proceedings
- The Federal Trade Commission (FTC) filed a complaint alleging lack of substantiation for claims regarding the R-value and energy efficiency of its INSULTEX house wrap products. A judgment was entered in favor of the Company, which was upheld on appeal. The FTC paid the Company $260,000 to settle claims related to this litigation.
Related Party Transactions
- The company leases its executive offices/warehouse space from Frank Riccelli, uncle to the CEO and brother of Joseph Riccelli, Sr. (consultant), for $3,500 per month under a verbal, month-to-month agreement.
- Dr. Donald V. Garlotta, a director, serves as a technical advisor to the Company.
- Various loan agreements with related parties are classified as stockholder loans (detailed in Note 6).
Stakeholder Impact
- Shareholders: The company's 'penny stock' status and ongoing going concern issues may impact share value and liquidity. However, the significant revenue and profit growth could be viewed positively.
- Employees: The company currently has only two full-time employees. The material weaknesses in internal controls could indirectly affect employees if they lead to operational disruptions.
- Suppliers: The company's reliance on a single supplier for Insultex and a single manufacturer for apparel creates a risk for these parties if the company faces financial distress or operational issues.
- Creditors: The company's ability to repay creditors is dependent on its continued ability to secure funding through revenues, stock sales, or private borrowings, as noted in the going concern disclosure.
Next Steps
- The company plans to continue funding operations through revenues, private borrowings, and stock sales.
- Management plans to address material weaknesses in internal controls by meeting more with its external accountant and potentially hiring an external bookkeeper.
- The company intends to put its Insultex production equipment into operation when sufficient funding is available.
Key Dates
| Date | Description |
|---|---|
| 2002-06-25 | Company incorporated in the State of Delaware. |
| 2005-07-31 | US Small Business Administration loan. |
| 2006-01-31 | US Small Business Administration loan amendment. |
| 2006-04-01 | Effective date of the exclusive licensing and manufacturing agreement with the Ketut Group for Insultex. |
| 2006-04-16 | Company entered into an exclusive licensing and manufacturing agreement with the Ketut Group. |
| 2015-07-11 | Agreement to purchase machinery and equipment to produce Insultex. |
| 2015-07-12 | Company reached an agreement with Ketut Jaya to purchase machinery and equipment. |
| 2016-11-04 | Federal Trade Commission (FTC) filed a complaint against the Company. |
| 2020-09-24 | Judgment entered in favor of the Company against the FTC. |
| 2020-11-23 | Company informed that the FTC had filed a notice of appeal. |
| 2021-03-24 | Company filed its answer to the FTC appeal. |
| 2021-07-22 | U.S. Court of Appeals for the Third District affirmed the District Court's ruling in favor of the Registrant regarding the FTC complaint. |
| 2022-06-29 | Settlement order signed by the Court regarding the FTC litigation, FTC paid the Company $260,000. |
| 2024-10-31 | Fiscal year end. |
| 2025-01-10 | Joseph Riccelli Jr. was unanimously elected CEO and a Board Member. |
| 2025-01-29 | Corrected date of the independent registered public accounting firm's report. |
| 2025-04-30 | Fiscal year end. |
| 2025-05-01 | Date of the Form 10-K/A filing. |
| 2025-10-31 | Fiscal year end. |
| 2026-01-28 | Number of shares of common stock outstanding. |
| 2026-01-29 | Corrected date of the independent registered public accounting firm's report. |
| 2026-01-30 | Original Filing date of the Form 10-K. |
Recommendation
holdWhile the significant revenue and profit growth are positive indicators, the persistent going concern issues, material weaknesses in internal controls, and reliance on a single supplier present substantial risks. The company's 'penny stock' status further adds to the speculative nature of an investment. A 'hold' recommendation reflects a wait-and-see approach, awaiting evidence of sustained operational improvement and remediation of control deficiencies before considering a more positive stance.
Keywords
Innovative Designs Inc., 10-K/A, Annual Report, Insultex, House Wrap, Arctic Armor, Financial Statements, SEC Filing, Going Concern, Material Weakness
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