UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 
WASHINGTON, D.C. 20549

FORM 10-Q
 
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended April 30, 2009

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: 000-51791

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 large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting Company” in Rule 12b-2 of the Exchange Act.

(Check One)

Large Accelerated Filer ¨
Accelerated Filer ¨
   
Non-accelerated Filer ¨
Smaller reporting company x

(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ¨ NO x

As of June 11, 2009, there were 18,698,743 shares of the Registrant’s common stock, par value $.0001 per share, outstanding.

Transitional Small Business Disclosure Format:  YES  ¨ NO  x

 
 
 

Innovative Designs, Inc.

Index

Form 10-Q for the Quarter Ended April 30, 2009

     
Page No.
  
Part I — Financial Information
      
         
Item 1.
Condensed Financial Statements
      
         
 
Condensed Balance Sheets at April 30, 2009 (Unaudited) and October 31, 2008
     1  
           
 
Condensed Statements of Operations for the Three Months Ended April 30, 2009 and 2008, Six Months Ended April 30, 2009 and 2008
     2  
           
 
Condensed Statement of Changes in Stockholders’ Equity (Deficit) at April 30, 2009 (Unaudited) and October 31, 2008
     3  
           
 
Condensed Statements of Cash Flows for the Six Months Ended April 30, 2009 and 2008
     4  
           
 
Notes to Condensed Financial Statements
     5 - 7  
           
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
     8 - 11  
           
Item T.
Controls and Procedures
     11  
           
Part II — Other Information
        
           
Item 2.
Unregistered Sale of Equity Securities and Use of Proceeds
     12  
           
Item 6.
Exhibits
     13 - 16  

 
 
 
 
ITEM 1. CONDENSED FINANCIAL STATEMENTS

INNOVATIVE DESIGNS, INC.

CONDENSED BALANCE SHEETS
April 30, 2009 (Unaudited) and October 31, 2008
 
   
2009
    
2008
  
ASSETS
  
             
CURRENT ASSETS:
            
Cash
   $ 104,121     $ 22,523  
Accounts receivable
     35,315       159,128  
Inventory
     785,813       732,295  
Deposits on inventory
     108,550       305,000  
Total current assets
     1,033,799       1,218,946  
                 
LONG-TERM ASSETS
                
Net deferred income tax asset
     -       -  
Property and equipment - net
     8,280       10,675  
Total long-term assets
     8,280       10,675  
                 
TOTAL ASSETS
   $ 1,042,079     $ 1,229,621  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
  
                 
CURRENT LIABILITIES:
                
Accounts payable
   $ 34,338     $ 88,889  
Customer deposits
     -       9,823  
Current portion of notes payable
     15,405       169,530  
Accrued interest expense
     92,000       118,000  
Accounts payable - related party
     28,220       28,220  
Related party debt
     65,000       128,000  
Shareholders advances
     309,565       328,500  
Accrued expenses
     681       17,485  
Total current liabilities
     545,209       888,447  
                 
LONG-TERM LIABILITIES:
                
Net deferred income tax liability
     -       -  
Long-term portion of notes payable
     389,873       397,115  
Total long term liabilities
     389,873       397,115  
                 
TOTAL LIABILITIES
     935,082       1,285,562  
                 
STOCKHOLDERS' EQUITY (DEFICIT):
                
Preferred stock, $.0001 par value, 100,000,000 shares authorized 
                
Common stock, $.0001 par value, 500,000,000 shares authorized, 18,725,743 and 18,455,243 shares Issued and outstanding
     1,875       1,846  
Additional paid in capital
     5,647,316       5,565,045  
Accumulated deficit
     (5,542,194 )     (5,622,832 )
Total stockholders' equity (deficit)
     106,997       (55,941 )
                 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
   $ 1,042,079     $ 1,229,621  
 
The accompanying notes are an integral part of these financial statements.
 
- 1 -
 
ITEM 1. CONDENSED FINANCIAL STATEMENTS

INNOVATIVE DESIGNS, INC.

STATEMENTS OF OPERATIONS
Three Months Ended April 30, 2009 and 2008, Six Months Ended April 30, 2009 and 2008
(Unaudited)
 
   
Three Months Ended April 30,
    
Six Months Ended April 30,
  
   
2009
    
2008
    
2009
    
2008
  
                         
REVENUE
   $ 57,666     $ 34,133     $ 648,830     $ 268,316  
                                 
OPERATING EXPENSES:
                                
Cost of sales
     31,514       172,472       286,213       308,298  
Non-stock compensation
     52,850       -       53,300       -  
Selling, general and administrative expenses
     114,868       117,420       220,307       233,671  
      199,232       289,892       559,820       541,969  
                                 
(Loss)/income from operations
     (141,566 )     (255,759 )     89,010       (273,653 )
                                 
OTHER EXPENSE:
                          
Interest expense
     (2,907 )     (26,981 )     (8,372 )     (34,004 )
Total other expense
     (2,907 )     (26,981 )     (8,372 )     (34,004 )
                                 
Net (loss)/income before income taxes
     (144,473 )     (282,740 )     80,638       (307,657 )
Income taxes
     -       -       -       -  
                                 
NET (LOSS)/INCOME
   $ (144,473 )   $ (282,740 )   $ 80,638     $ (307,657 )
                                 
 Weighted Average Shares Outstanding
     18,846,743       18,024,073       18,883,085       18,042,743  
                                 
Net income/(loss) per share
   $ (.008 )   $ (.016 )   $ .004     $ (.017 )
 
The accompanying notes are an integral part of these financial statements.
 
 
- 2 -
 
 
ITEM 1. CONDENSED FINANCIAL STATEMENTS

INNOVATIVE DESIGNS, INC.

STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
April 30, 2009 (Unaudited) and October 31, 2008

   
Common Stock
          
Additional
              
   
Shares
    
Amount
    
Paid in Capital
    
Retained Deficit
    
Total
  
                               
Balance at October 31, 2007
     17,096,193     $ 1,711     $ 5,049,064     $ (9,180,051 )   $ (4,129,276 )
                                         
Shares issued for cash
     505,050       50       208,716       -       208,766  
                                         
Shares issued for services
     594,000       59       216,291       -       216,350  
                                         
Shares issued for extinguishment of debt
     260,000       26       90,974       -       91,000  
                                         
Net income
         -           -       -       3,557,219       3,557,219  
                                         
Balance at October 31, 2008
     18,455,243       1,846       5,565,045       (5,622,832 )     (55,941 )
                                         
Shares issued for services
     180,500       20       53,280       -       53,300  
                                         
Shares issued for cash
     90,000       9       28,991       -       29,000  
                                         
Net income
     -         -       -          80,638         80,638  
                                         
Balance at April 30, 2009
     18,725,743     $ 1,875     $ 5,647,316     $ (5,542,194 )   $ 106,997  
 
The accompanying notes are an integral part of these financial statements.
 
 
- 3 -
 
 
ITEM 1. CONDENSED FINANCIAL STATEMENTS

INNOVATIVE DESIGNS, INC.

STATEMENTS OF CASHFLOW
(Unaudited)
 
   
For the Six Months Ended
  
   
April 30, 2009
    
April 30, 2008
  
             
CASH FLOWS FROM OPERATING ACTIVITIES:
            
Net income (loss)
   $ 80,638     $ (307,657 )
Adjustments to reconcile net income (loss) to cash
                
   provided by (used in) operating activities:
                
Common stock issued for services
     53,300       9,600  
Depreciation and amortization
     2,394       2,883  
Changes in operating assets and liabilities:
                
Accounts receivable
     123,813       187,834  
Inventory
     (53,518 )     70,894  
Deposits on inventory
     196,450       (180,000 )
Accounts payable
     (54,550 )     (915 )
Accrued expenses
     (16,804 )     24,810  
Customer deposits
     (9,823 )     -  
Accrued interest on notes payable
     (26,000 )     6,410  
Net cash provided by (used in) operating activities
     295,900       (186,141 )
                 
CASH FLOWS FROM INVESTING ACTIVITIES:
                
Additions to property and equipment
     -       (2,200 )
Net cash used in investing activities
     -       (2,200 )
                 
CASH FLOWS FROM FINANCING ACTIVITIES:
                
Payments on note payable
     (161,367 )     (31,612 )
Payment on note payable - related party
     (63,000 )     (32,800 )
Proceeds from shareholder advances
     -       5,000  
Payment of shareholder advances
     (18,935 )     (3,000 )
Common stock issued for cash
     29,000       254,513  
Net cash (used in) provided by financing activities
     (214,302 )     192,101  
                 
Net increase in cash
   $ 81,598     $ 3,760  
                 
Cash - beginning of year
   $ 22,523     $ 6,555  
Cash - end of period
   $ 104,121     $ 10,315  
                 
Supplemental cash flow information:
                
                 
Cash paid for interest
   $ 8,572     $ 15,297  
 
The accompanying notes are an integral part of these financial statements.
 
 
- 4 -
 
 
INNOVATIVE DESIGNS, INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS
April 30, 2009
 
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-Q.  Accordingly, they do not include all information and footnotes required by GAAP for complete financial statements.  These interim financial statements should be read in conjunction with our audited financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended October 31, 2008.  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, 2009 or any future period.

2.
ADOPTION OF SFAS NO. 123 (REVISED 2004) SHARE-BASED PAYMENT

In December 2004, FASB issued FASB No. 123 (Revised 2004) Share-Based Payment.  This Statement establishes standards for the accounting and transactions in which an entity exchanges its equity instruments for goods or services.  It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments.  This Statement focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions.  This Statement does not change the accounting guidance for share-based payment transactions with parties other than employees provided in Statement 123 as originally issued and EITF Issue No. 96-18, “Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services.”  This Statement does not address the accounting for employee share ownership plans, which are subject to AICPA Statement of Position 93-6, Employers’ Accounting for Employee Stock Ownership Plans.  The adoption of SFAS 123 (Revised 2004) by the Company did not have a material impact on the Company’s financial position, results of operations or cash flows.  There was no change in the status of outstanding shares or in the Equity Compensation Plan since October 31, 2008, and no shares were granted to employees of the Company for services rendered or to be rendered.

3.
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.  There were no fully diluted shares as of April 30, 2009 and 2008.

 
- 5 -
 
 
INNOVATIVE DESIGNS, INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS
April 30, 2009
 
4.
GOING CONCERN AND LEGAL PROCEEDINGS

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's ability to continue as a going concern is contingent upon its ability to expand its operations and secure additional financing.  The Company is currently pursuing financing for its operations and seeking to expand its operations.  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.

We are subject to dispute and litigation both in and out of the ordinary course of our business.  None of these matters, in the opinion of our management, is material or likely to result in a material effect on us based upon information available at this time.  With respect to the former, we applied for a federal trademark for the name “Arctic Armor” which was approved by the Patent and Trademark Office.  The application has been opposed by a third party who objects to the word “Armor”.  We are attempting to resolve the matter.

With respect to the latter, on July 30, 2008, Elio D. Cattan and Eliotex srl filed a Motion to Strike Satisfaction of Judgment in the action filed at 04-00593 in the United States District Court for the Western District of Pennsylvania.  The basis for the relief requested was Cattan’s averment that Innovative Designs defrayed certain of the expenses in Greystone, Inc.’s litigation in the United States, and that assistance violated Pennsylvania public policy regarding champerty and maintenance.

On February 5, 2009, The Honorable Arthur J. Schwab entered an Order on the Motion of Elio Cattan and Eliotex, SRL (collectively, “Cattan”) to strike the assignment and satisfaction of judgment filed at Docket No. 04-00593 by Elite Properties, LLC.  Counsel for Innovative Designs, Inc. sought to preclude the District Court from rendering any determination on the merits as to the ownership of the Judgment or the propriety of the State Court execution proceedings by which ownership of the Judgment was transferred.

The District Court did not adopt or substantiate the legal argument brought forward by Counsel for Cattan, and did not render any findings on the merits that would disturb Elite Properties, LLC’s ownership of the IDI Judgment at the time it was satisfied.

On March 31, 2009, Eliotex, srl (“Eliotex”) and Elio Cattan (“Cattan”) filed a Motion to Strike Assignment and Satisfaction of Judgment in the Court of Common Pleas of Allegheny County, Pennsylvania at Case No. GD-06-011327.  The Motion requests that the Court invalidate State Court execution proceedings on the default judgment entered against Eliotex and Cattan by Greystone, Inc. (“Greystone”) by which Greystone purchased at Sheriff Sale the default judgment against IDI entered in favor of Eliotex and Cattan in Italian arbitration proceedings and confirmed by the District Court.  The Motion further requests that the Court strike the purchase of an assignment of that judgment from Greystone, and its subsequent satisfaction, by Elite Properties, LLC.  IDI consented to the issuance of a Rule to Show Cause why the relief should not be granted.

 
- 6 -
 
 
INNOVATIVE DESIGNS, INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS
April 30, 2009

Subsequent to the issuance of the Rule, Counsel for IDI noted that the Motion set forth averments of fact but was not accompanied by an executed Verification, rendering it a nullity under Pennsylvania law.  Counsel for Eliotex and Cattan has acknowledged the same and absolved IDI of any duty to respond unless and until the Motion is accompanied by proper Verification.

Legal Counsel for IDI and the Company’s management are confident that the outcome of the Motion, if adjudicated, will favor IDI.  The Motion cites arcane theories of champerty and maintenance that the District Court expressly refused to adopt, and must be presented to the Honorable R. Stanton Wettick, Jr., a learner jurist and the Judge who in 2007 upheld the propriety of the execution proceedings at the time of a prior challenge by Eliotex and Cattan.

5.
COMMON STOCK

On December 11, 2008, we issued a total of 20,000 shares of our common stock for cash for $.40 per share or $8,000.  The shares were issued without registration pursuant to the exemption provided by Section 4(2) of the Securities Act of 1933, as amended.

On December 30, 2008, we issued a total of 70,000 shares of our common stock for cash for $.30 per share or $21,000.  The shares were issued without registration pursuant to the exemption provided by Section 4(2) of the Securities Act of 1933, as amended.

On December 30, 2008, we issued a total of 1,500 shares of our common stock for professional services for $.30 per share or $450.  The shares were issued without registration pursuant to the exemption provided by Section 4(2) of the Securities Act of 1933, as amended.

On February 5, 2009, we issued a total of 100,000 shares of our common stock for professional services for $.25 per share or $25,000.  The shares were issued without registration pursuant to the exemption provided by Section 4(2) of the Securities Act of 1933, as amended.

On February 5, 2009, we issued a total of 25,000 shares of our common stock for professional services for $.25 per share or $6,250.  The shares were issued without registration pursuant to the exemption provided by Section 4(2) of the Securities Act of 1933, as amended.

On March 6, 2009, we issued a total of 54,000 shares of our common stock for professional services for $.40 per share or $21,600.  The shares were issued without registration pursuant to the exemption provided by Section 4(2) of the Securities Act of 1933, as amended.  Subsequent to the quarter ending April 30, 2009, 27,000 shares or $10,800 were canceled for non-performance of services.

 
- 7 -
 

INNOVATIVE DESIGNS, INC.

April 30, 2009

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General

The following information should be read in conjunction with the consolidated financial statements and the notes thereto and in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended October 31, 2008.

Disclosure Regarding Forward-Looking Statements

Certain statements made in this report, and other written or oral statements made by or on behalf of the Company, may constitute “forward-looking statements” within the meaning of the federal securities laws.  When used in this report, the words “believes,” “expects,” “estimates,” “intends” and similar expressions are intended to identify forward-looking statements.  Statements regarding future events and developments and our future performance, as well as our expectations, beliefs, plans, intentions, estimates or projections relating to the future, are forward-looking statements within the meaning of these laws.  Examples of such statements in this report include descriptions of our plans and strategies with respect to developing certain market opportunities. and our overall business plan.  All forward-looking statements are subject to certain risks and uncertainties that could cause actual events to differ materially from those projected.  We believe that these forward-looking statements are reasonable; however, you should not place undue reliance on such statements.  These statements are based on current expectations and speak only as of the date of such statements.  We undertake no obligations to publicly update or revise any forward-looking statement, whether as a result of future events, new information or otherwise.

Background

Innovative Designs, Inc. (hereinafter referred to as the “Company”, “we or “our”) was formed on June 25, 2002. We market and sell clothing products such as  hunting apparel, and cold weather gear called “Artic Armor” that are made from INSULTEX, a material with buoyancy, scent block and thermal resistant proprieties.  We obtain INSULTEX through a license agreement with the owner and manufacturer of the material.  Since our formation we have devoted our efforts to:

 
·
Completing the development, design and prototypes of our products,
 
·
Obtaining retail stores or sales agents to offer and sell our products, and
 
·
Developing our website to sell more of our products.

 
- 8 -
 

INNOVATIVE DESIGNS, INC.

April 30, 2009

Results of Operations

Comparison of the Three Months Ended April 30, 2009 with the Three Months Ended April 30, 2008.

Revenues

The following table shows a comparison of the results of operations between the three months ended April 30, 2009 and three months ended April 30, 2008:

   
Three Months
Ended
April 30, 2009
    
% of
Sales
    
Three Months
Ended
April 30, 2008
    
% of
Sales
    
$ Increase
(Decrease)
    
% Change
  
REVENUE
   $ 57,666       100 %   $ 34,133       100 %   $ 23,533       68.9 %
                                                 
OPERATING EXPENSES
                                          
Cost of sales
     31,514       54.6 %     172,472       505.3 %     (140,958 )     (81.7 %)
Non-stock compensation
     52,850       91.6 %     -       -       52,850       100 %
Selling, general and administrative expenses
     114,868       199.2 %     117,420       344.0 %     (2,552 )     (2.2 %)
      199,232       345.5 %     289,892       849.3 %     (90,660 )     (31.3 %)
Loss from operations
     (141,566 )     (245.5 %)     (255,759 )     (749.3 %)     114,193       44.6 %
                                                 
OTHER INCOME (EXPENSE)
                                                
INTEREST EXPENSE
     (2,907 )     (5.0 %)     (26,981 )     (79.0 %)     24,074       89.2 %
      (2,907 )     (5.0 %)     (26,981 )     (79.0 %)     24,074       89.2 %
                                                 
Net loss
   $ (144,473 )     (250.5 %)   $ (282,740 )     (828.3 %)   $ 138,267       48.9 %

Three Months Ended April 30, 2009 and 2008

The increase in revenues for the three months ended April 30, 2009, over the corresponding period ended April 30, 2008, is the result of our selling more of our Artic Armor line of products.  Our revenue was decreased by approximately $15,000 as a result of taking back goods from a customer who ordered them in a prior period but could not pay for them.  Approximately 90% of our sales for the period were from our Artic Armor line of products.  For the third quarter, we hope to have signed on a large distributor which will give us two distributors for our sales effort.  The advantage of such distributors is that they have more sales personnel and cover a wider territory.  They also are able to take orders from retailers who cannot commit to our minimum order levels.  We are also instituting our Early Order Booking program for the second year.  The program offers free shipping and better credit terms for those customers who indicate their intention to place a firm order in the future.  Our building wrap product is entering the final phases of testing.

 
- 9 -
 

INNOVATIVE DESIGNS, INC.

April 30, 2009

Some of the testing has shown excellent results.  We hope to have the testing completed by the end of June.  As soon as the testing phase is completed we will begin our marketing effort for this product line.

The following table shows a comparison of the results of operations between the six months ended April 30, 2009 and six months ended April 30, 2008:

   
Six Months
Ended
April 30, 2009
    
% of
Sales
    
Six Months
Ended
April 30, 2008
    
% of
Sales
    
$ Increase
(Decrease)
    
% Change
  
REVENUE
   $ 648,830       100 %   $ 268,316       100 %   $ 380,514       141.8 %
                                                 
OPERATING EXPENSES
                                          
Cost of sales
     286,213       44.1 %     308,298       114.9 %     (22,085 )     (7.2 %)
Non-stock compensation
     53,300       8.2 %     -       -       53,300       100 %
Selling, general and administrative expenses
     220,307       34.0 %     233,671       87.1 %     (13,364 )     (5.7 %)
      559,820       86.3 %     541,969       202.0 %     17,851       (3.3 %)
Income/(loss) from operations
     89,010       13.7 %     (273,653 )     (102.0 %)     362,663       132.5 %
                                                 
OTHER INCOME (EXPENSE)
                                                
INTEREST INCOME (EXPENSE)
     (8,372 )     (1.3 %)     (34,004 )     (12.7 %)     25,632       75.4 %
      (8,372 )     (1.3 %)     (34,004 )     (12.7 %)     25,632       75.4 %
                                                 
Net income/(loss)
   $ 80,638       12.4 %   $ (307,657 )     (114.7 %)   $ 388,295       126.2 %

Six months ended April 30, 2009 and 2008.

The increase in revenues for the six months ended April 30, 2009, over the corresponding period ended April 30, 2008, is a result of increased sales of our Artic Armor line of products.  We had television advertising during the winter season which increased our internet sales.  We also increased our selection in terms of color and other refinements to our Artic Armor line which increased acceptance.

 
- 10 -
 

INNOVATIVE DESIGNS, INC.

April 30, 2009

Liquidity and Capital Resources

During the quarter ended April 30, 2009, we funded our operations with revenues from sales.  We will continue to fund operations from revenues and borrowings and the possible sale of securities.  Our ability to obtain outside funding of either debt or equity is being adversely affected in part, by the general inability to obtain commercial lending.

Short Term: We funded our operations with revenues from sales.  The financial institution has restricted the amounts we can borrow on our lines of credit and they will not increase our borrowing capacity on the lines of credit.  The Company continues to pay its creditors when payments are due and has been successful in expanding its sales base into the oil and gas industry and to the railroad industry as well as to other sectors of the market.

Long Term: The Company will continue to fund operations from revenues, borrowings and the possible sale of its securities.  The Company is currently pursing financing to fund its long-term liquidity needs, however, the general state of the credit industry has made borrowing more difficult.

ITEM T. CONTROLS AND PROCEDURES

Management has developed and implemented a policy and procedures for reviewing, on a quarterly basis, our disclosure controls and procedures and our internal control over financial reporting.  Management, including our principal executive and financial officer, evaluated the effectiveness of the design and operation of disclosure controls and procedures as of April 30, 2009 and, based on their evaluation, our principal executive and financial officers have concluded that these controls and procedures are not operating effectively.  Effective March 19, 2008, our Chief Executive Officer temporarily assumed the duties of our Chief Financial Officer.  As of the date of filing this Form 10-Q, the Chief Executive Officer continues these duties.  During the fourth quarter of 2008, a number of adjusting journal entries were recorded in order to adjust the ending inventory balance to the correct balance.  The nature of these entries related primarily to inventory valuation with regards to the correct balance.  Consequently, during the first quarter of 2009, a number of adjustments were recorded in order to correct the Company’s books and records.  The adjustments included the following: adjustments were made to ending cash balances which were not properly reconciled; inventory was adjusted for items which were received during this quarter but not entered into the inventory system by the Company and not reflected in the ending inventory balance; notes payables were corrected for payments made by the Company to lenders; and adjustments were made in order to adjust cost of sales to the correct balances.  During the second quarter of 2009, the Company hired an outside Certified Public Accountant to analyze and prepare the books and records.  As such, only immaterial reclassifications were made during the second quarter of 2009.  The Chief Executive Officer is currently in the process of evaluating the Company’s controls and procedures surrounding the evaluation of inventory and properly stating cost of sales.

 
- 11 -
 

INNOVATIVE DESIGNS, INC.

April 30, 2009

PART II

ITEM 2. UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS

On December 11, 2008, we issued a total of 20,000 shares of our common stock for cash for $.40 per share or $8,000.  The shares were issued without registration pursuant to the exemption provided by Section 4(2) of the Securities Act of 1933, as amended.

On December 30, 2008, we issued a total of 70,000 shares of our common stock for cash for $.30 per share or $21,000.  The shares were issued without registration pursuant to the exemption provided by Section 4(2) of the Securities Act of 1933, as amended.

On December 30, 2008, we issued a total of 1,500 shares of our common stock for professional services for $.30 per share or $450.  The shares were issued without registration pursuant to the exemption provided by Section 4(2) of the Securities Act of 1933, as amended.

On February 5, 2009, we issued a total of 100,000 shares of our common stock for professional services for $.25 per share or $25,000.  The shares were issued without registration pursuant to the exemption provided by Section 4(2) of the Securities Act of 1933, as amended.

On February 5, 2009, we issued a total of 25,000 shares of our common stock for professional services for $.25 per share or $6,250.  The shares were issued without registration pursuant to the exemption provided by Section 4(2) of the Securities Act of 1933, as amended.

On March 6, 2009, we issued a total of 54,000 shares of our common stock for professional services for $.40 per share or $21,600.  The shares were issued without registration pursuant to the exemption provided by Section 4(2) of the Securities Act of 1933, as amended.  Subsequent to the quarter ending April 30, 2009, 27,000 shares or $10,800 were canceled for non-performance of services.

We funded our operations with revenues from sales and the sale of our securities.  We sold approximately $29,000 worth of our common stock in private transactions during the period.

 
- 12 -
 

INNOVATIVE DESIGNS, INC.

April 30, 2009

ITEM 6. EXHIBITS

*3.1
Certificate of Incorporation

*3.2
By Laws

31.1
Rule 13a - 14a Certification of Chief Executive Office and Chief Financial Officer

32.1
Section 1350 Certification of Chief Executive Officer and Chief Financial officer

 *
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: June 12, 2009
/s/ Joseph Riccelli
 
Joseph Riccelli, Chief Executive Officer
 
and Chief Financial Officer

 
- 13 -