OTC: IVDN

INNOVATIVE DESIGNS INC

CIK 0001190370 · Miscellaneous Fabricated Textile Products

Micro Revenue $3M Assets $3M as of Jun 23, 2026

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… About this business →

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10-Q Filed Jun 17, 2026 · Period ending Apr 30, 2026

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10-Q Filed Mar 18, 2026 · Period ending Jan 31, 2026

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10-K Filed Jan 30, 2026 · Period ending Oct 31, 2025

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10-Q Filed Sep 15, 2025 · Period ending Jul 31, 2025

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8-K Filed Jun 20, 2025 · Period ending Jun 19, 2025

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10-K Filed Feb 20, 2025 · Period ending Oct 31, 2024

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About INNOVATIVE DESIGNS INC

Source: Item 1 (Business) from the 10-K filed January 30, 2026. Description as filed by the company with the SEC.

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 building’s 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.

Read full description ↓

●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 Company’s 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 Labor’s 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 Labor’s
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 Commission’s
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 Company’s 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 company’s
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 Company’s 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 Jr’s 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 purchaser’s 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
one’s 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 customer’s account, the account’s 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 purchaser’s written agreement to the transaction, prior to conducting any penny stock
transaction in the customer’s 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.