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Innovative Designs, Inc.
Index
Form 10-Q for the Quarter Ended January 31, 2025
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
INNOVATIVE DESIGNS, INC.
Condensed Balance Sheets
As of January 31, 2025 (Unaudited) and October 31, 2024 (Audited)
| January 31, 2025 | October 31, 2024 | |||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash and Cash Equivalents | $ | $ | ||||||
| Accounts Receivable, Net | ||||||||
| Inventory, Net | ||||||||
| Other current assets | ||||||||
| Total current assets | ||||||||
| Long-Term Assets | ||||||||
| Property, Plant, and Equipment, Net | ||||||||
| Advane to Employees | ||||||||
| Deposits on Equipment | ||||||||
| Total Long-Term Assets | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and Stockholders’ Deficit | ||||||||
| Current liabilities | ||||||||
| Credit Cards | $ | $ | ||||||
| Accounts Payable | ||||||||
| Other current Liabilities | ||||||||
| Total current liabilities | ||||||||
| Long-Term Liabilities | ||||||||
| Notes Payable | ||||||||
| Long-Term Shareholder Loans | ||||||||
| Total Long-Term Liaiblities | ||||||||
| Total liabilities | ||||||||
| Stockholders’ deficit | ||||||||
| Common stock, $ par value; shares authorized; and shares issued and outstanding as of January 31, 2025 and October 31, 2024, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ deficit | ||||||||
| Total liabilities and stockholders’ deficit | $ | $ | ||||||
See accompanying notes to financial statements.
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INNOVATIVE DESIGNS, INC.
Condensed Statements of Operations
For the Three Months Ended January 31, 2025, and 2024
(Unaudited)
| For the Three months ended January 31, | ||||||||
| 2025 | 2024 | |||||||
| REVENUES, net | $ | $ | ||||||
| OPERATING EXPENSES | ||||||||
| Cost of sales | ||||||||
| Selling, general and administrative expenses | ||||||||
| Total operating expenses | ||||||||
| Income (loss) from operations | ( |
) | ||||||
| OTHER INCOME (EXPENSES) | ||||||||
| Miscellaneous income (expense) | ||||||||
| Interest expense | ( |
) | ( |
) | ||||
| Depreciation | ( |
) | ( |
) | ||||
| Total other income (expense) | ( |
) | ( |
) | ||||
| Net income (loss) | $ | $ | ( |
) | ||||
| Loss per share of common stock | ||||||||
| - Basic and diluted | $ | $ | ( |
) | ||||
| Weighted average shares of common stock | ||||||||
| - Basic | ||||||||
| - Diluted | ||||||||
See accompanying notes to financial statements.
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INNOVATIVE DESIGNS, INC.
Condensed Statements of Changes in Stockholders’ Equity
Three Months Ended January 31, 2025, and 2024
(Unaudited)
| Common Stock | Additional Paid in | Accumulated | Total Stockholders’ | |||||||||||||||||
| Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||
| Balance October 31, 2023 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Sale of stock | ||||||||||||||||||||
| Shares issued for services | ||||||||||||||||||||
| Net income (loss) | — | ( | ) | ( | ) | |||||||||||||||
| Balance January 31, 2024 | ( | ) | ||||||||||||||||||
| Balance October 31, 2024 | ( | ) | ||||||||||||||||||
| Sale of stock | ||||||||||||||||||||
| Shares issued for Services | ||||||||||||||||||||
| Net Income (Loss) | ||||||||||||||||||||
| Balance January 31, 2025 | ( | ) | ||||||||||||||||||
See accompanying notes to financial statements.
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INNOVATIVE DESIGNS, INC.
Statements of Cash Flows
For the Nine Months Ended January 31, 2025 and 2024
(Unaudited)
| 2025 | 2024 | |||||||
| Cash flows from operating activities | ||||||||
| Net income (loss) | $ | $ | ( | ) | ||||
| Stock issuance for services | ||||||||
| Depreciation | ||||||||
| Gain on sale of assets | ||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
| Accounts receivable and other receivables | ( | ) | ||||||
| Inventory | ( | ) | ( | ) | ||||
| Deposits in inventory | ( | ) | ||||||
| Prepaid expenses | ( | ) | ||||||
| Credit card payable | ( | ) | ||||||
| Accounts payable and accrued expenses | ( | ) | ||||||
| Net cash provided by (used in) operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities | ||||||||
| Purchase of assets | ||||||||
| Deposits on equipment | ||||||||
| Proceeds from sale of equipment | ||||||||
| Net cash provided by (used in) financing activities | ||||||||
| Cash flows from financing activities | ||||||||
| Proceeds from sale of stock | ||||||||
| Payment on shareholder advances | ( | ) | ||||||
| Proceeds from notes payable | ||||||||
| Payments on notes payable | ( | ) | ( | ) | ||||
| Net cash provided by (used in) investing activities | ||||||||
| Net change in cash and cash equivalents | ( | ) | ( | ) | ||||
| Cash and cash equivalents, beginning of period | ||||||||
| Cash and cash equivalents, end of period | $ | $ | ||||||
| Supplemental disclosure of cash flow information | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Non-cash financing activities | $ | $ | ||||||
See accompanying notes to financial statements.
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INNOVATIVE DESIGNS, INC.
Notes to the Condensed Financial Statements
For the Period Ended January 31, 2025
NOTE 1 - BASIS OF PRESENTATION
In the opinion of management, the accompanying unaudited financial statements contain all adjustments necessary to present fairly Innovative Designs, Inc.’s (the “Company”) financial position as of January 31, 2025, the changes therein for the three-month periods that ended and the results of operations for the three-month periods ended January 31, 2025.
The condensed financial statements included in the Form 10-Q (the “Form”) are presented in accordance with the requirements of the Form and do not include all of the disclosures required by generally accepted accounting principles in the United States of America. For additional information, reference is made to the Company’s annual report on Form 10-K for the fiscal year ending October 31, 2024. The results of operations for the three-month period ending January 31, 2025, are not necessarily indicative of operating results for the full year.
The Company’s unaudited condensed financial statements have been prepared in accordance with GAAP and pursuant to the rules and regulations of the SEC. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted from this report, as is permitted by such rules and regulations. Accordingly, these consolidated financial statements should be read in conjunction with the audited financial statements as of and for the year ended October 31, 2024, and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended October 31, 2024, filed with the SEC on February 20, 2025 (the “2024 Annual Report”). The results for any interim period are not necessarily indicative of results for any future period.
The unaudited condensed financial statements have been prepared on the same basis as the audited financial statements. In the opinion of the Company’s management, the accompanying unaudited consolidated financial statements contain all adjustments that are necessary to present fairly the Company’s financial position and results of operations for the interim periods presented. The results for the three months ended January 31, 2025, are not necessarily indicative of the results for the year ending October 31, 2025, or for any future period.
As of January 31, 2025, there have been no material changes in the Company’s significant accounting policies from those that were disclosed in the 2024 annual report.
NOTE 2 – GOING CONCERN
These condensed financial statements have been prepared
on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal
course of business. The Company had a net income of $32,606 and a negative cash flow of ($
NOTE 3 – ACCOUNTS RECEIVABLE
Accounts receivables are reported at their net realizable
value. The Company evaluates its receivables on a quarterly basis to assess the validity of remaining receivables. Management has determined
that there is significant doubt regarding the receivable balance over 90 days. There were $
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NOTE 4 – INVENTORY
Inventory consists principally of purchased apparel inventory
and house wrap which is manufactured by the Company. Inventory is stated at the lower of cost or net realizable value on a first-in,
first-out basis. The Company has decided to discontinue the manufacturing of its Artic Armor, hunting and swimming line of apparel.
The Company has booked a reserve against apparel inventory as of January 31, 2025 and October 31, 2024 of $
Management will continue to evaluate its obsolete inventory
reserve throughout the year and make adjustments as needed. As of January 31, 2025, the total value of the inventory on hand prior to
the allowance for obsolete inventory is $
NOTE 5 – WARRANTIES
The Company provides a ten-year limited warranty covering defects in workmanship. These warranties are included in the contract and do not provide customers with a service in addition to assurance of compliance with agreed-upon specifications. The Company does not consider these assurance-type warranties to be separate performance obligations. Management has determined that no warranty reserve is currently necessary on the Company’s products. Management will continue to evaluate the need for a warranty reserve throughout the year and make adjustments as needed.
NOTE 6 – NOTES PAYABLE
During December 2023, the Company entered into a convertible
promissory note in the amount of $
During 2005, the Company entered into an agreement with
the U.S. Small Business Association (SBA). As of January 31, 2025, the note payable to SBA was $
As of January 31, 2025, all notes payables are up to date.
NOTE 7 – REVENUES
Revenues are measured based on the amount of consideration specified in a contract with a customer. The Company recognizes revenue when and as performance obligations (i.e., obligations to transfer goods and/or services) are satisfied, which generally occurs with the transfer of control of the goods or services to the customer.
To determine proper revenue recognition, the Company evaluates whether two or more contracts should be combined and accounted for as a single contract and whether a combined or single contract should be accounted for as more than one performance obligation. This evaluation requires significant judgment, and the decision to combine contracts or separate a combined or single contract into multiple performance obligations could change the amount of revenue and profit recorded in a given period. Contracts are considered to contain a single performance obligation if the promise to transfer individual goods or services is not separately identifiable from other promises in the contracts.
For contracts with multiple performance obligations, the Company allocates the transaction price to each performance obligation using the best estimate of the standalone selling price of each distinct good or service in the contract.
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The Company calculates net loss per
share in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“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. During the periods presented, the Company only has common stock outstanding. In 2021, the Company issued
a convertible debt instrument. In addition, the Company also has stock warrants of
NOTE 9 – INCOME TAXES
The Company accounts for income taxes in accordance with FASB ASC Topic 740 ”Income Taxes”, which requires an asset and liability approach for financial reporting purposes.
Deferred income taxes are provided for differences between the tax bases of assets and liabilities and the financial reporting amounts at the end of the period, and for net operating loss and tax credit carryforwards available to offset future taxable income. Changes in enacted tax rates or laws result in adjustments to recorded deferred tax assets and liabilities in the periods in which the tax laws are enacted or tax rates are changed. The Company will continue to evaluate its income tax obligation throughout the year and will record a tax provision when it is necessary
NOTE 10 – SHIPPING AND HANDLING COSTS
The Company pays shipping and handling costs on behalf of customers for
purchased apparel merchandise. These costs are billed back to the customer through the billing invoice. The shipping and handling costs
associated with merchandise ordered by the Company are included as part of inventory as these costs are allocated across the merchandise
received. With house wrap orders, the customer pays the shipping cost. The shipping and handling costs associated with customer orders
was approximately $
NOTE 11 – COMMON STOCK
During the nine-month period ending July 31, 2024, the
Company sold shares of common stock to two investors for total proceeds of $
NOTE 12 – DEPOSITS ON EQUIPMENT
On July 12, 2015, the Company reached an agreement with
Ketut Jaya to purchase the machinery and equipment utilized to produce the INSULTEX material. The purchase price is $
During the fiscal year ended October 31, 2022, the Company
made deposits on a separate piece of equipment of $
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There have been no additional deposits made as
of January 31, 2025 The remaining balance owed on said equipment as of January 31, 2025 is $
Total overall deposits on equipment as of January 31, 2025
and October 31, 2024 were $
NOTE 13 – LEASE
FASB ASC Topic 842,”Leases”,
establishes a right of use (“ROU”) model that requires a lessee to recognize a ROU asset and lease liability on the condensed
balance sheets. ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments
over the lease term. ROU assets are reduced each period by an amount equal to the difference between the lease expense and the amount
of interest expense on the lease liability, using the effective interest method. The Company used the average commercial real
estate interest rate of
NOTE 14 – LEGAL PROCEEDINGS
On November 4, 2016, the Federal Trade Commission (“FTC”) filed a complaint against the Company in the U.S. District Court Western District of Pennsylvania, Case number 16-1669. In the complaint, the FTC alleges that, among other matters, the Company did not have substantiation of claims made by the Company regarding the R value and energy efficiency of its INSULTEX house wrap products. The complaint asks to redress a rescission of revenue the Company received from the sale of the house wrap and a permanent injunction. On September 24, 2020, a judgment was entered in favor of the Company as to all claims set forth in the FTC complaint. It was further ordered that as there were no remaining claims in the action the case shall be marked as closed.
On November 23, 2020, the Company was informed that the FTC had filed a notice of appeal in regard to the case. The appeal is from the District Court’s September 24, 2020, Order granting the Company’s Motion for Judgment on Partial Findings Pursuant to Fed. R. Civ. P. 52(c) and subsequent Judgment in favor of the Company and from the District Court’s February 14, 2020, striking Dr. David Yarbrough’s expert testimony made on behalf of the FTC. The FTC filed its appeal and on March 24, 2021, the Company filed its answer.
On July 22, 2021, the Registrant was informed that the U.S. Court of Appeals for the Third District affirmed the District Court’s ruling in favor of the Registrant. The ruling was in connection with the FTC complaint filed against the Registrant in November 2016, alleging, among other matters, that the Registrant did not have substantiation for claims made by the Registrant regarding the R-value and energy efficiency of its INSULTEX house wrap products.
In November 2021, in connection with the FTC litigation,
the Company filed an application for attorney fees, expenses and cost in the U.S. District Court for the Western District of Pennsylvania,
Case No.2:16-cv-01669-NBF. On June 29, 2022, a settlement order was signed by the Court. Pursuant to the Order, the FTC paid the Company
$
As of January 31, 2025, there are no additional or current legal proceedings.
NOTE 15 – ADOPTED PRONOUNCEMENT
The requirements of the following FASB statement were adopted for the Company’s condensed financial statements:
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In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, ”Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”). ASU 2016-13 introduces a new impairment model, the current expected credit loss (“CECL”) model. The model applies to most assets that are measured at amortized cost and requires those assets to be presented at the net amount expected to be collected. In addition, credit losses on available-for-sale debt securities are to be recognized through an allowance account. ASU 2016-13 also expands existing disclosure requirements. ASU 2016-13 is effective for fiscal years beginning after December 15, 2022, and interim periods therein, and requires retrospective application. The Company adopted the new standard effective November 1, 2023, and there were no material changes to the condensed balance sheets, condensed statements of operations, condensed statements of changes in stockholders’ equity, and condensed statements of cash flows as a result of the adoption.
NOTE 16 – SUBSEQUENT EVENTS
The Company has evaluated subsequent events in accordance with ASC Topic 855, ”Subsequent Events”, through the date financial statements were available to be issued. The Company identified no material subsequent events that require recognition or disclosure except the following:
On October 3, 2024, the Board accepted the resignation of Joseph Riccelli, Sr. as the registrant’s Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer, effective immediately. The Board also appointed Joseph A. Riccelli to serve as the registrant’s Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer, effective immediately. In addition, on October 3, 2024, the Board of Directors determined that Joseph Riccelli, Sr. will continue to serve as Chairman of the Board of Directors. It is expected that the registrant will retain Joseph Riccelli, Sr. as a consultant to facilitate a smooth transition and for his vast knowledge of the production and products, and the relationships with the registrant’s most important vendors.
Also on October 3, 2024, the Board accepted the resignation of Dean Kolocouris, effective immediately.
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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 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, 2024.
Forward-Looking Statements
This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact, including statements regarding future results of operation, made in this Quarterly Report on Form 10-Q are forward-looking statements. We use words such as expects, believes, intends, and similar expressions to identify forward-looking statements. Forward looking-looking statements reflect management’s current expectations and are inherently uncertain. Actual results could differ materially for a variety of reasons, including, among others, competition in our cold weather markets, our ability to sell out HouseWrap product line, our inability to secure sufficient funding to maintain and/or expand our current level of operations and the seasonality of our cold weather product line. These risks and uncertainties, as well as other risks and uncertainties that could cause our actual results to differ significantly from management’s expectations, are described in greater detail in our Annual Report on Form 10-K for the fiscal year ended October 31, 2021. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise except as required by law.
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 outdoor apparel, and cold weather gear called “Arctic Armor” that are made from IINSULTEX, a material with buoyancy, scent block and thermal resistant properties. We also market our House Wrap product line, which is a building material with thermal qualities. House Wrap is also made from IINSULTEX. We obtain IINSULTEX through a license agreement with the owner and manufacturer of the material. Since our formation we have devoted our efforts to:
| · | Complete the development, design and prototypes of our products, |
| · | Obtaining retail stores or sales agents to offer and sell our products’ |
| · | Developing our website to sell more of our products. |
Results of Operations
Comparison of the Three-Month Period Ended January 31, 2025, with the Three-Month Period Ended January 31, 2024.
The following table shows a comparison of the results of operations between the three month periods ended January 31, 2025, and January 31, 2024:
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| Three Month | Three Month | |||||||||||||||||||||||
| Ended | % | Ended | % | Increase | ||||||||||||||||||||
| 1/31/2025 | of sales | 1/31/2024 | of sales | (Decrease) | % Change | |||||||||||||||||||
| REVENUE - NET | 543,916 | 100.0 | % | 65,886 | 100.0 | % | 478,030 | 725.5 | % | |||||||||||||||
| OPERATING EXPENSES | ||||||||||||||||||||||||
| Cost of sales | 231,030 | 42.5 | % | 34,824 | 52.9 | % | 196,206 | 563.4 | % | |||||||||||||||
| Selling and G&A expenses | 272,099 | 50.0 | % | 85,682 | 130.0 | % | 186,417 | 217.6 | % | |||||||||||||||
| Total Operating Expenses | 503,129 | 92.5 | % | 120,506 | 182.8 | % | 382,623 | 317.5 | % | |||||||||||||||
| Income (loss) from operations | 40,787 | 7.5 | % | (54,620 | ) | -82.9 | % | 95,407 | -174.6 | % | ||||||||||||||
| Other income (expenses) | ||||||||||||||||||||||||
| Miscellaneous income (expense) | — | |||||||||||||||||||||||
| Interest expense | (3,262 | ) | -0.6 | % | (7,608 | ) | -11.5 | % | 4,346 | -57.1 | % | |||||||||||||
| Depreciation | (1,323 | ) | -0.2 | % | (1,165 | ) | -1.8 | % | (158 | ) | 13.6 | % | ||||||||||||
| Total other income (expense) | (4,585 | ) | -0.8 | % | (8,773 | ) | -13.3 | % | 4,188 | -47.7 | % | |||||||||||||
| Net income (loss) | 36,202 | 6.7 | % | (63,393 | ) | -96.2 | % | 99,595 | -157.1 | % | ||||||||||||||
Revenues for the three-month period ended January 31, 2025, were $543,916 compared to revenues of $65,886 for the three-month period ended January 31, 2024. The increase in revenue is attributable solely to an increase in sales of our House wrap product line.
Our costs of sale, selling, general and administrative expenses (“SG&A”) were $503,129 for the three months ended January 31, 2025, compared to $120,506 for the three-month period ended January 31, 2024. In February of 2024, we hired a son of our former CEO as a consultant to increase the sales.
Liquidity and Capital Resources
During the three-month period ended January 31, 2025, we funded our operations from revenues and the sale of our common stock.
Short Term: We will continue to fund our operations from sales and the sale of our securities. We continue to pay our creditors when payments are due. We will require more funds to be able to order the material for our Insultex products and to purchase equipment needed for the manufacture of the Insultex product. The Company reached an agreement with the manufacturer of the Insultex material to purchase a machine capable of producing the Insultex material. Also included in the proposed agreement will be the propriety formula that creates Insultex. The Company took delivery of the equipment in December 2015. The Company will have to have the machine installed and ensure that it can be operated in compliance with all environmental rules and regulations. It is the Company’s intention to have the equipment operational but cannot currently provide a time estimate. Among the factors affecting the time estimate are the financial resources available to the Company, finding a suitable facility and bringing technical personnel from abroad to install the equipment. The Company has currently made deposits of $652,944 on the equipment. The Company will produce Insultex under its own brand name. See Note 13 of the Notes to the Condensed Financial Statements.
The new quality control testing equipment for our House Wrap Product line has been built. We have reached an agreement with the vendor on the final amount. As of January 31, 2025, we have paid approximately $134,000 in deposits for the equipment. We expect to accept delivery of the equipment when we are able to reach an agreement with a testing laboratory that will house the equipment. Once the equipment is installed it will have to go through a certification process before we will be able to conduct tests on our Insultex products. Once the testing equipment is certified, we intend to begin the process of having Insulted certified by ICC Evaluation Services, LLC (“ICC-ES”). ICC-ES certifies, among other items, building materials and products of which our House Wrap falls under. The reason we need to have ICC-ES certification is that we believe in order to get large orders for House Wrap, ICC-ES certification will be required. The other component part of the Housewrap produced by a third party is ICC-Es certified. Getting ICC-ES certification is costly and time consuming.
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Long Term: The Company will continue to fund its operations from revenues, borrowings from private parties and the possible sale of our securities. Should we not be able to rely on the private sources for borrowing and /or increased sales, our operations would be severely affected as we would not be able to fund our purchase orders to our suppliers for finished goods and our efforts to produce our own IINSULTEX would be delayed.
Subsequent to the period, on September 26, 2024, we appointed a new CEO/CFO. Please see our Form 8-K filed on September 27, 2024.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
Critical Accounting Policies and Estimates
Revenue Recognition: We recognize revenue from product sales when all of the following criteria for revenue recognition have been met: pervasive evidence that an agreement exists; the services have been rendered; the fee is fixed and determinable and not subject to refund or adjustment; and collection of the amount due is reasonable assured.
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PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDING
See Note 16 of the Notes to the Condensed Financial Statements appearing elsewhere in this Report.
ITEM 1ARisk Factors
See Risk factors set forth in Part I Item 1Aof the Company’sAnnual report on Form 10-K for the fiscal year ended October 31, 2024.Set forth below are additional risk factors.
Sole Source for Insultex. We rely on a single source for the Insultex material. We do not believe we could obtain Insultex from any other source. Insultex is manufactured by a company in Indonesia using proprietary technology Should we not be able to obtain Insultex from this company for any reason we could no longer maintain operations.
Reliance on Key Personnel. Mr. Joseph A Riccelli Jr is our President / CEO. Should we lose the services of Mr. Riccelli our operations would be materially affected.
ITEM 1B Climate-Related Disclosure.
N/A
TEM 2. UNREGISTERED SALES OF EQUITY SECURITIESAND USE OF PROCEEDS
N/A
ITEM 3. Defaults upon Senior Securities
None
Item 4 Mine Safety Disclosures
Not applicable
ITEM 4T. CONTROLSAND PROCEDURES
Management has developed and implemented a policy and procedures for reviewing, on a quarterly basis, our disclosure controls and procedures. During the period endedApril 30, 2024,, our principal executive/financial officer concluded that these controls and procedures were ineffective.At this time, we do not have the financial resources to employ a financial staff with accounting and financial expertise. Once we have the necessary financial resources, we plan to hire and designate an individual responsible for identifying reportable developments and to implement procedures designed to remediate the material weakness by focusing additional attention and resources in our internal accounting functions.
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 ExchangeAct 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.
Until the Company has the financial resources to employ a financial staff with accounting and financial expertise, to be able to properly account for internal financial reporting, errors that may have a material effect on the financial statements have the potential to occur.
ITEM 5. Other Information
During the quarter ended January 31, 2025, no director or officer of the Company adopted or terminated a “rule 10b5-1 trading arrangement” or “non-Rule 10b-5 trading arrangement” as such terms are defined in Item 408(a) of Regulation S-K.
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ITEM 6. EXHIBITS
| *3.1 | Revised Certificate of Incorporation |
| **3.2 | By-Laws |
| 31.1 | Rule 13a - 14a Certification of Chief Executive Officer |
| 31.2 | Rule 13a-14a Certification of Chief Financial Officer and PrincipalAccounting Officer |
| 32.1 | Section 1350 Certification of Chief Executive Officer and Chief Financial Officer |
| 32.2 | Section 1350 Certification of Chief Financial Officer and ChiefAccounting Officer |
| * | Incorporated by reference to the Company’s Form 10-K filed February 12, 2015 |
| ** | Incorporated by reference to the Company’s registration statement on Form SB-2, filed March 11, 2003 |
| 99*** | Incorporated by reference to the Company’s Current Report on Form 8-k, filed November 4, 2016 |
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SIGNATURES
Pursuant to the requirements of the Securities ExchangeAct of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: March 20, 2025 | |
| Joseph A. Riccelli | |
| Chief Executive Officer | |
| Chief Financial Officer |
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