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Adm Endeavors, Inc. – ‘10-Q’ for 9/30/20

On:  Monday, 10/26/20, at 1:23pm ET   ·   For:  9/30/20   ·   Accession #:  1493152-20-19921   ·   File #:  0-56047

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

10/26/20  Adm Endeavors, Inc.               10-Q        9/30/20   55:2.7M                                   M2 Compliance LLC/FA

Quarterly Report   —   Form 10-Q
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML    206K 
 2: EX-31.1     Certification -- §302 - SOA'02                      HTML     21K 
 3: EX-32.1     Certification -- §906 - SOA'02                      HTML     17K 
10: R1          Document and Entity Information                     HTML     44K 
11: R2          Consolidated Balance Sheets (Unaudited)             HTML    109K 
12: R3          Consolidated Balance Sheets (Unaudited)             HTML     33K 
                (Parenthetical)                                                  
13: R4          Consolidated Statements of Operations (Unaudited)   HTML     95K 
14: R5          Consolidated Statement of Shareholders' Equity      HTML     45K 
                (Unaudited)                                                      
15: R6          Consolidated Statements of Cash Flows (Unaudited)   HTML     96K 
16: R7          Organization and Description of Business            HTML     22K 
17: R8          Summary of Significant Accounting Policies          HTML     53K 
18: R9          Going Concern                                       HTML     20K 
19: R10         Commitments and Contingencies                       HTML     21K 
20: R11         Fixed Assets                                        HTML     23K 
21: R12         Convertible Note Payable and Notes Payable          HTML     22K 
22: R13         Finance Leases                                      HTML     18K 
23: R14         Accrued Expenses                                    HTML     21K 
24: R15         Related Party Transactions                          HTML     26K 
25: R16         Stockholders' Equity                                HTML     24K 
26: R17         Concentration of Customers                          HTML     19K 
27: R18         Lease Liability                                     HTML     21K 
28: R19         Discontinued Operations                             HTML     23K 
29: R20         Subsequent Events                                   HTML     21K 
30: R21         Summary of Significant Accounting Policies          HTML    105K 
                (Policies)                                                       
31: R22         Summary of Significant Accounting Policies          HTML     30K 
                (Tables)                                                         
32: R23         Fixed Assets (Tables)                               HTML     22K 
33: R24         Accrued Expenses (Tables)                           HTML     21K 
34: R25         Discontinued Operations (Tables)                    HTML     25K 
35: R26         Organization and Description of Business (Details   HTML     44K 
                Narrative)                                                       
36: R27         Summary of Significant Accounting Policies          HTML     46K 
                (Details Narrative)                                              
37: R28         Summary of Significant Accounting Policies -        HTML     32K 
                Schedule of Estimated Useful Life of Assets                      
                (Details)                                                        
38: R29         Summary of Significant Accounting Policies -        HTML     55K 
                Schedule of Basic and Diluted Earnings Per Common                
                Share (Details)                                                  
39: R30         Going Concern (Details Narrative)                   HTML     33K 
40: R31         Commitments and Contingencies (Details Narrative)   HTML     26K 
41: R32         Fixed Assets (Details Narrative)                    HTML     18K 
42: R33         Fixed Assets - Schedule of Fixed Assets (Details)   HTML     30K 
43: R34         Convertible Note Payable and Notes Payable          HTML     63K 
                (Details Narrative)                                              
44: R35         Finance Leases - (Details Narrative)                HTML     20K 
45: R36         Accrued Expenses (Details Narrative)                HTML     18K 
46: R37         Accrued Expenses - Schedule of Accrued Expenses     HTML     26K 
                (Details)                                                        
47: R38         Related Party Transactions (Details Narrative)      HTML    113K 
48: R39         Stockholders' Equity (Details Narrative)            HTML    106K 
49: R40         Concentration of Customers (Details Narrative)      HTML     29K 
50: R41         Lease Liability (Details Narrative)                 HTML     29K 
51: R42         Discontinued Operations - Summary of                HTML     34K 
                Reconciliation of Items Constituting Profit and                  
                Loss from Discontinued Operations (Details)                      
52: R43         Subsequent Events (Details Narrative)               HTML     23K 
54: XML         IDEA XML File -- Filing Summary                      XML     97K 
53: EXCEL       IDEA Workbook of Financial Reports                  XLSX     67K 
 4: EX-101.INS  XBRL Instance -- admen-20200930                      XML    606K 
 6: EX-101.CAL  XBRL Calculations -- admen-20200930_cal              XML    135K 
 7: EX-101.DEF  XBRL Definitions -- admen-20200930_def               XML    364K 
 8: EX-101.LAB  XBRL Labels -- admen-20200930_lab                    XML    658K 
 9: EX-101.PRE  XBRL Presentations -- admen-20200930_pre             XML    528K 
 5: EX-101.SCH  XBRL Schema -- admen-20200930                        XSD    101K 
55: ZIP         XBRL Zipped Folder -- 0001493152-20-019921-xbrl      Zip     83K 


‘10-Q’   —   Quarterly Report
Document Table of Contents

Page (sequential)   (alphabetic) Top
 
11st Page  –  Filing Submission
"Part I. Financial Information
"Consolidated Financial Statements (Unaudited)
"Consolidated Balance Sheets as of September 30, 2020 and December 31, 2019 (unaudited)
"Consolidated Statements of Operations for the three and nine months ended September 30, 2020 and 2019 (unaudited)
"Consolidated Statements of Shareholders' Equity as of September 30, 2020 and 2019 (unaudited)
"Consolidated Statements of Cash Flows for the nine months ended September 30, 2020 and 2019 (unaudited)
"Notes to the Consolidated Financial Statements (unaudited)
"Management's Discussion and Analysis of Financial Condition and Results of Operations
"Qualitative and Quantitative Disclosures About Market Risk
"Controls and Procedures
"Part Ii. Other Information
"Legal Proceedings
"Risk Factors
"Unregistered Sales of Equity Securities and Use of Proceeds
"Defaults Upon Senior Securities
"Mine Safety Disclosures
"Other Information
"Exhibits

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

 

For the quarterly period ended September 30, 2020

 

[  ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

 

For the transition period from ______ to _______

 

Commission File Number 000-56047

 

ADM ENDEAVORS, INC.

(Exact name of registrant as specified in its charter)

 

Nevada   45-0459323
(State of incorporation)   (I.R.S. Employer Identification No.)

 

5941 Posey Lane

Haltom City, Texas 76117

(Address of principal executive offices)

 

(701) 226-9058

(Registrant’s telephone number)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
N/A   N/A   N/A

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities 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.

[X] Yes [  ] No

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

[X] Yes [  ] 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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

  Large Accelerated Filer [  ] Accelerated Filer [  ]
         
  Non-Accelerated Filer [X] Smaller Reporting Company [X]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

[  ] Yes [X] No

 

As of October 22, 2020, there were 163,652,143 shares of the registrant’s $0.001 par value common stock issued, issuable, and outstanding.

 

 

 

 C: 
 
 

 

ADM ENDEAVORS, INC.

 

TABLE OF CONTENTS   Page
       
PART I. FINANCIAL INFORMATION    
       
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)   4
       
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS   19
       
ITEM 3. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK   22
       
ITEM 4. CONTROLS AND PROCEDURES   22
       
PART II. OTHER INFORMATION    
       
ITEM 1. LEGAL PROCEEDINGS   23
       
ITEM 1A. RISK FACTORS   23
       
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS   24
       
ITEM 3. DEFAULTS UPON SENIOR SECURITIES   24
       
ITEM 4. MINE SAFETY DISCLOSURES   24
       
ITEM 5. OTHER INFORMATION   24
       
ITEM 6. EXHIBITS   24

 

 C: 
 C: 2

 

 

PART I – FINANCIAL INFORMATION

 

TABLE OF CONTENTS

 

Index to Financial Statements   Page
     
Consolidated Balance Sheets as of September 30, 2020 and December 31, 2019 (unaudited)   4
     
Consolidated Statements of Operations for the three and nine months ended September 30, 2020 and 2019 (unaudited)   5
     
Consolidated Statements of Shareholders’ Equity as of September 30, 2020 and 2019 (unaudited)   6
     
Consolidated Statements of Cash Flows for the nine months ended September 30, 2020 and 2019 (unaudited)   7
     
Notes to the Consolidated Financial Statements (unaudited)   8

 

 C: 
3

 

 

ITEM 1. FINANCIAL STATEMENTS

 

ADM Endeavors, Inc.

and Subsidiaries

Consolidated Balance Sheets

(unaudited)

 

   September 30,   December 31, 
   2020   2019 
ASSETS          
Current assets          
Cash  $303,613   $275,422 
Accounts receivable, net   297,502    76,200 
Inventory   205,145    138,693 
Prepaid expense   130,272    - 
Other receivable   3,190    1,816 
Deposits   10,000    - 
Assets attributable to discontinued operations   -    13,175 
Total current assets   949,722    505,305 
           
Fixed assets, net   664,917    217,373 
Operating lease right of use asset   -    28,328 
Goodwill   688,778    688,778 
           
Total assets  $2,303,417   $1,439,784 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
           
Current liabilities          
Notes payable  $179,495   $- 
Operating lease obligation, current portion   -    28,328 
Accounts payable   94,388    19,257 
Accrued expenses   134,923    201,790 
Liabilities attributable to discontinued operations   -    107,556 
Derivative liabilities   199,657    197,464 
           
Total current liabilities   608,463    554,395 
           
Non-current liabilities          
Convertible note payable, net of discounts   106,092    106,092 
Total non-current liabilities   106,092    106,092 
           
Total liabilities   714,555    660,487 
           
Commitments and contingencies (see Note 4)   -    - 
           
Stockholders’ equity          
Preferred stock, $0.001 par value, 80,000,000 shares authorized, 2,000,000 and 2,000,000 shares outstanding as of September 30, 2020 and December 31, 2019, respectively   2,000    2,000 
Common stock, $0.001 par value, 800,000,000 shares authorized, 163,652,143 and 136,270,000 shares issued, issuable, and outstanding at September 30, 2020 and December 31, 2019, respectively   163,652    136,270 
Additional paid-in capital   1,307,747    539,629 
Retained earnings   115,463    101,398 
Total stockholders’ equity   1,588,862    779,297 
           
Total liabilities and stockholders’ equity  $2,303,417   $1,439,784 

 

See accompanying notes to unaudited consolidated financial statements.

 

 C: 
4

 

 

ADM Endeavors, Inc.

and Subsidiaries

Consolidated Statements of Operations

(unaudited)

 

   For the three months ended   For the nine months ended 
   September 30,   September 30, 
   2020   2019   2020   2019 
                 
Revenue                    
School uniform sales  $387,852   $844,720   $499,245   $1,050,113 
Promotional sales   1,202,605    564,683    3,023,974    1,874,634 
Total revenue   1,590,457    1,409,403    3,523,219    2,924,506 
                     
Operating expenses                    
Direct costs of revenue   1,036,336    954,343    2,033,559    1,581,240 
General and administrative   479,371    397,546    1,269,167    1,012,692 
Stock-based compensation   39,375    176,875    152,500    318,750 
Marketing and selling   38,370    35,291    126,910    112,372 
                     
Total operating expenses   1,593,452    1,564,055    3,582,136    3,025,054 
                     
Operating income (loss)   (2,995)   (154,652)   (58,917)   (100,548)
                     
Other income (expense)                    
Change in fair value of embedded conversion feature   4,178    4,604    (2,193)   (2,827)
Gain on insurance settlement   10,000    -    10,000    - 
Interest income (expense)   (28)   (12)   (191)   (9,376)
                     
Total other income (expense)   14,150    4,592    7,616    (12,203)
                     
Income (loss) before tax provision   11,155    (150,060)   (51,301)   (112,751)
                     
Provision for income taxes   31,269    -    31,269    - 
                     
Net income (loss) from continuing operations   (20,114)   (150,060)   (82,570)   (112,751)
                     
Net income (loss) from discontinued operations   -    28,007    96,635    19,037 
                     
Net income (loss)  $(20,114)  $(122,053)  $14,065   $(93,714)
                     
Net income (loss) per share for continuing operations - basic  $(0.00)  $0.00   $0.00   $(0.00)
Net income (loss) per share for continuing operations - diluted  $0.00   $(0.00)  $0.00   $(0.00)
                     
Weighted average number of shares outstanding                    
- basic   156,418,447    131,770,000    144,553,603    131,335,934 
- diluted   181,897,112    131,770,000    170,064,876    131,335,934 

 

See accompanying notes to unaudited consolidated financial statements.

 

 C: 
5

 

 

ADM Endeavors, Inc.

and Subsidiaries

Consolidated Statement of Shareholders’ Equity

September 30, 2020

(unaudited)

 

                   Additional         
   Preferred Stock   Common Stock   Paid In   Retained     
   Shares   Amount   Shares   Amount   Capital   Earnings   Total 
                             
Balance at December 31, 2018   2,000,000   $2,000    128,020,000   $128,020   $427,880   $(273,882)  $284,018 
Common stock issued for services   -    -    3,750,000    3,750    371,250    -    375,000 
Net income for continuing operations for the period ended September 30, 2019   -    -    -    -    -    (93,714)   (93,714)
Balance at September 30, 2019   2,000,000   $2,000    131,770,000   $131,770   $799,130   $(367,596)  $565,304 
                                    
Balance at December 31, 2019   2,000,000   $2,000    136,270,000   $136,270   $539,629   $101,398   $779,297 
Common stock issued for services             4,650,000    4,650    252,850    -    257,500 
Common stock issued for land             22,232,143    22,232    475,768    -    498,000 
Common stock for legal             500,000    500    39,500         40,000 
Net income for continuing operations for the period ended September 30, 2020   -    -    -    -    -    14,065    14,065 
Balance at September 30, 2020   2,000,000   $2,000    163,652,143   $163,652   $1,307,747   $115,463   $1,588,862 

 

See accompanying notes to unaudited consolidated financial statements.

 

 C: 
6

 

 

ADM Endeavors, Inc.

and Subsidiaries

Consolidated Statements of Cash Flows

For the Nine Months Ended September 30,

(unaudited)

 

   2020   2019 
Cash flows from operating activities:          
Net income (loss) from continuing operations  $14,065   $(93,714)
Adjustments to reconcile net income (loss) to net cash provided by continuing operations:          
Depreciation and amortization   50,457    35,456 
Amortization of discount   -    16,546 
Issuance of common stock for services   153,125    318,750 
Bad debt expense   5,106    5,336 
Gain on disposal of ADM Enterprises, Inc.   (96,635)   - 
Change in derivative liability   2,193    2,827 
Changes in operating assets and liabilities:          
Accounts receivable   (226,408)   (20,504)
Inventory   (66,452)   24,491 
Prepaid expenses and other assets   2,729    1,548 
Accounts payable   72,876    (32,968)
Accounts payable to related party   -    (50,401)
Accrued expenses   (62,359)   (29,529)
Net cash provided by (used in) operating activities   (151,303)   177,838 
           
Cash flows used in investing activities          
Disposal of ADM Enterprises, Inc.   (12,759)   - 
Net cash used in investing activities   (12,759)   - 
           
Cash flows provided by (used in) financing activities:          
Proceeds from notes payable   179,495    - 
Repayments on notes payable   -    (3,711)
Repayments on capitalized leases   -    (24,017)
Net cash provided by (used in) financing activities   179,495    (27,728)
           
Net increase (decrease) in cash   15,433    150,110 
           
Cash at beginning of period   288,180    29,772 
Included in discontinued operations   -    1,427 
Adjusted cash and cash equivalents at beginning of period   288,180    31,199 
           
Cash at end of period  $303,613   $181,309 
           
Supplemental disclosure of cash flow information:          
           
Cash paid for interest  $-   $280 
           
Cash paid for taxes  $-   $- 
           
Non-cash investing and financing activities:          
Derivatives liability  $2,193   $2,827 
Common stock issued for acquisition of land  $498,000   $- 

 

See accompanying notes to unaudited consolidated financial statements.

 

 C: 
7

 

 

ADM ENDEAVORS, INC.

and Subsidiaries

Notes to the Consolidated Financial Statements

September 30, 2020

(unaudited)

 

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

 

On January 4, 2001, we incorporated in North Dakota as ADM Enterprises, Inc. On May 9, 2006, the Company changed both its name to ADM Endeavors, Inc. (“ADM Endeavors,” or the “Company,” “we,” “us,” or “our”) and its domicile to the state of Nevada. On July 1, 2008, the Company acquired all of the assets of ADM Enterprises, LLC (“ADM Enterprises”), a sole proprietorship owned by Ardell and Tammera Mees, in exchange for 10,000,000 newly issued shares of our common stock. As a result, ADM Enterprises became a wholly owned subsidiary of the Company. Even though the Company was incorporated on January 4, 2001, it had no operations until the share exchange agreement with ADM Enterprises on July 1, 2008. ADM provides installation services to grocery décor and design companies primarily in North Dakota.

 

In May 2013, the Company amended its Articles of Incorporation to provide for an increase in its authorized share capital. The authorized common stock increased to 800,000,000 shares at a par value of $0.001 per share and preferred stock increased to 80,000,000 shares at a par value of $0.001 per share.

 

On April 19, 2018, the Company acquired Just Right Products, Inc. (“JRP”), a Texas corporation. JRP was incorporated on January 17, 2010. The acquisition of 100% of JRP from its sole shareholder was through a stock exchange whereas the Company issued 2,000,000 shares of restricted Series A preferred stock (the “Acquisition Shares”). Each share of the Series A preferred stock is convertible into ten shares of common stock and each share has 100 votes on a fully diluted basis. The Acquisition Shares represents 61% of voting shares, thus there is a change of voting control. The transaction was accounted for as a reverse acquisition.

 

JRP is focused on being an added value reseller with concentration in embroidery, screen printing, importing and uniforms for businesses, schools and individuals in the State of Texas.

 

On January 1, 2020, the Company determined that it would discontinue its business operations in North Dakota, specifically, ADM Enterprises (the “Disposed Company”). The Company has reached a settlement with Ardell Mees to provide him with the assets of the Disposed Company and in exchange, Mr. Mees will assume all liabilities of the Disposed Company. As part of the transaction, Mr. Mees resigned from all positions with the Company and, in a private transaction, sold a significant portion of his ownership in the Company to Marc Johnson. The Company and Mr. Mees entered into an indemnification agreement whereby Mr. Mees indemnified the Company for any liabilities of the Disposed Company.

 

The Company has been affected negatively by COVID-19 as a significant portion of the Company’s sales are for school uniforms which, due to COVID-19 and the closing of schools nationwide, should have a negative impact on the Company’s financials. Additionally, the Company experienced delivery delays during the first quarter of 2020 due to slowed production in China due to COVID-19, but management does not expect this will significantly impact gross sales due to the diverse growth the Company is experiencing.

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The Company follows the accrual basis of accounting in accordance with generally accepted accounting principles in the United States of America (U.S. GAAP) and has a year-end of December 31.

 

 C: 
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Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company’s system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented.

 

The unaudited consolidated financial statements of the Company for the nine month periods ended September 30, 2020 and 2019 have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Regulation S-K. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. However, such information reflects all adjustments (consisting solely of normal recurring adjustments), which are, in the opinion of management, necessary for the fair presentation of the financial position and the results of operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for a full fiscal year. The balance sheet information as of December 31, 2019 was derived from the audited financial statements included in the Company’s financial statements as of and for the year ended December 31, 2019 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on May 13, 2020. These financial statements should be read in conjunction with that report.

 

Principles of Consolidation

 

The accompanying unaudited consolidated financial statements include all of the accounts of the Company and its wholly owned subsidiary, JRP, at September 30, 2020. All significant intercompany balances and transactions have been eliminated.

 

Use of Estimates

 

The preparation of the Consolidated Financial Statements in accordance with U.S. GAAP requires management to make use of certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the Consolidated Financial Statements and the reported amounts of revenue and expenses during the reported periods. The Company bases its estimates on historical experience and on various other assumptions that management believes are reasonable under the circumstances, the results of which form the basis for making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates. Significant estimates are related to allowance for doubtful accounts, goodwill, derivative liability, stock-based compensation and deferred tax valuations.

 

Stock-Based Compensation

 

Stock-based compensation expense is recorded in accordance with FASB ASC Topic 718, Compensation – Stock Compensation, for stock and stock options awarded in return for services rendered. The expense is measured at the grant-date fair value of the award and recognized as compensation expense on a straight-line basis over the service period, which is the vesting period. The Company estimates forfeitures that it expects will occur and records expense based upon the number of awards expected to vest.

 

Cash Equivalents

 

The Company considers all highly liquid investments with an original maturity of nine months or less when purchased to be cash equivalents. At September 30, 2020 and December 31, 2019, the Company had no cash equivalents. Included in assets attributable to discontinued operations is $0 and $12,758 of cash as of September 30, 2020 and December 31, 2019, respectively.

 

Allowance for Doubtful Accounts

 

The Company establishes an allowance for doubtful accounts to ensure trade and notes receivable are not overstated due to non-collectability. The Company’s allowance is based on a variety of factors, including age of the receivable, significant one-time events, historical experience, and other risk considerations. The Company had an allowance at September 30, 2020 and December 31, 2019 of $0. The Company had bad debt expense of $5,106 and $5,336 for the nine months ended September 30, 2020 and 2019, respectively.

 

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Inventory

 

Inventory is valued at the lower of cost or net realizable value. Cost is determined using a weighted-average cost method. The Company decreases the value of inventory for estimated obsolescence equal to the difference between the cost of inventory and the estimated market value, based upon an aging analysis of the inventory on hand, specifically known inventory-related risks, and assumptions about future demand and market conditions. The Company has inventory of $205,145 and $138,693 as of September 30, 2020 and December 31, 2019, respectively.

 

Two vendors accounted for approximately 37% of inventory purchases during the nine months ended September 30, 2020. Three vendors accounted for approximately 42% of inventory purchases during the nine months ended September 30, 2019. These same vendors made up 34% and 0% of our accounts payable as of September 30, 2020 and December 31, 2019, respectively.

 

Derivative Instruments

 

Derivatives are measured at their fair value on the balance sheet. In determining the appropriate fair value, the Company uses the Black-Scholes-Merton option pricing model. Changes in fair value are recorded in the consolidated statements of operations.

 

Fair Value of Financial Instruments

 

The Company measures its financial assets and liabilities in accordance with U.S. GAAP. For certain of our financial instruments, including cash, accounts payable, accrued expenses, and short-term loans the carrying amounts approximate fair value due to their short maturities.

 

We follow accounting guidance for financial and non-financial assets and liabilities. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. This guidance does not apply to measurements related to share-based payments. This guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:

 

   Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.
        
   Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.
        
   Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use.

 

The Company adopted the provisions of FASB ASC 820 (the “Fair Value Topic”) which defines fair value, establishes a framework for measuring fair value under U.S. GAAP, and expands disclosures about fair value measurements.

 

The Company had no assets or liabilities other than derivative liabilities measured at fair value on a recurring basis at September 30, 2020 and December 31, 2019.

 

Fixed Assets

 

Fixed assets are recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation is computed by the straight-line method over the assets estimated useful life. Upon the sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in consolidated statements of operations.

 

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Classification    Estimated Useful Lives
Equipment    5 to 7 years
Leasehold improvements    Shorter of useful life or lease term
Furniture and fixtures    4 to 7 years
Websites    3 years

 

Goodwill

 

Goodwill represents the excess of purchase price and related costs over the value assigned to the net tangible assets of businesses acquired. Goodwill is not amortized, but instead assessed for impairment. We perform our annual impairment review of goodwill in our fiscal fourth quarter or when a triggering event occurs between annual impairment tests. No impairment was recorded in fiscal 2019 or 2020 as a result of our qualitative assessments over our single reporting segment.

 

The Company performs a qualitative assessment for each of its reporting units to determine if the two-step process for impairment testing is required. If the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company would then evaluate the recoverability of goodwill using a two-step impairment test approach at the reporting unit level. In the first step, the fair value for the reporting unit is compared to its book value including goodwill. In the case that the fair value of the reporting unit is less than book value, a second step is performed which compares the implied fair value of the reporting unit’s goodwill to the book value of the goodwill. The fair value for the goodwill is determined based on the difference between the fair values of the reporting unit and the net fair values of the identifiable assets and liabilities of such reporting unit. If the implied fair value of the goodwill is less than the book value, the difference is recognized as impairment.

 

Impairment of Long-lived Assets

 

The Company follows paragraph 360-10-05-4 of the FASB Accounting Standards Codification for its long-lived assets. The Company’s long-lived assets, such as intellectual property, are required to be reviewed for impairment annually, or whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.

 

The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives.

 

The Company determined that there were no impairments of long-lived assets at September 30, 2020 and December 31, 2019.

 

Revenue Recognition

 

We recognize revenue for merchandise sales, net of expected returns and sales tax, at the time of in-store purchase or delivery of the product to our customer. When merchandise is shipped to our guests, we estimate receipt based on historical experience. Revenue is deferred and a liability is established for sales returns based on historical return rates and sales for the return period. We recognize an asset and corresponding adjustment to cost of sales for our right to recover returned merchandise. At each financial reporting date, we assess our estimates of expected returns, refund liabilities and return assets. For merchandise sold in our stores and online, tender is accepted at the point of sale. When we receive payment before the guest has taken possession of the merchandise, the amount received is recorded as deferred revenue until the transaction is complete. Our performance obligations for unfulfilled merchandise orders are typically satisfied within one week. Shipping and handling fees charged to guests relate to fulfilment activities and are included in net sales with the corresponding costs recorded in cost of sales.

 

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We provided consulting services from our discontinued operations which were minimal for the nine months ended September 30, 2019.

 

Cost of Sales

 

Cost of sales includes the actual cost of merchandise sold and services performed; the cost of transportation of merchandise from vendors to our distribution network, stores, or customers; shipping and handling costs from our stores or distribution network to customers; and the operating cost and depreciation of our sourcing and distribution network and online fulfilment centers.

 

Net Income (Loss) per Share

 

The Company computes basic and diluted income (loss) per share amounts pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic loss per share is computed by dividing net loss available to common shareholders, by the weighted average number of shares of common stock outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted loss per share is computed by dividing net loss available to common shareholders by the diluted weighted average number of shares of common stock during the period. The diluted weighted average number of common shares outstanding is the basic weighted number of shares adjusted as of the first day of the year for any potentially diluted debt or equity.

 

The dilutive effect of outstanding convertible securities and preferred stock is reflected in diluted earnings per share by application of the if-converted method.

 

The following is a reconciliation of basic and diluted earnings (loss) per common share for the nine months ended September 30, 2020 and 2019:

 

   For the Nine months ended 
   September 30, 
   2020   2019 
Basic earnings per common share          
Numerator:          
Net earnings (loss) available to common shareholders  $14,065   $(93,714)
Denominator:          
Weighted average common shares outstanding   144,553,603    131,335,934 
           
Basic earnings (loss) per common share  $0.00   $(0.00)
           
Diluted earnings (loss) per common share          
Numerator:          
Net income (loss) available to common shareholders  $14,065   $(93,714)
Add convertible debt interest   -    - 
Net income (loss) available to common shareholders  $14,065   $(93,714)
Denominator:          
Weighted average common shares outstanding   144,553,603    131,335,934 
Preferred shares   20,000,000    - 
Convertible debt   5,511,273    - 
Adjusted weighted average common shares outstanding   170,064,876    131,335,934 
           
Diluted earnings (loss) per common share  $0.00   $(0.00)

 

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Income Taxes

 

The Company accounts for income taxes in accordance with FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and loss carryforwards and their respective tax bases.

 

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income (loss) in the years in which those temporary differences are expected to be recovered or settled.

 

The effect of a change in tax rules on deferred tax assets and liabilities is recognized in operations in the year of change. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized.

 

Tax benefits of uncertain tax positions are recognized only if it is more likely than not that the Company will be able to sustain a position taken on an income tax return. The Company has no liability for uncertain tax positions as of September 30, 2020 and December 31, 2019. Interest and penalties, if any, related to unrecognized tax benefits would be recognized as interest expense. The Company does not have any accrued interest or penalties associated with unrecognized tax benefits, nor was any significant interest expense recognized during the periods ended September 30, 2020 and 2019.

 

Segment Information

 

In accordance with the provisions of ASC 280-10, “Disclosures about Segments of an Enterprise and Related Information,” the Company is required to report financial and descriptive information about its reportable operating segments. The Company has one operating segment as of September 30, 2020 and December 31, 2019.

 

Effect of Recent Accounting Pronouncements

 

Recently Issued Accounting Standards Not Yet Adopted

 

The Company has reviewed all recently issued, but not yet adopted, accounting standards, in order to determine their effects, if any, on its results of operations, financial position or cash flows. Based on that review, the Company believes that no other pronouncements will have a significant effect on its financial statements.

 

NOTE 3 – GOING CONCERN

 

The accompanying unaudited financial statements and the factors within it, have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business and the ability of the Company to continue as a going concern for a reasonable period of time. The Company had a net income of $14,065 and cash used in operating activities of $151,303 for the nine months ended September 30, 2020. As of September 30, 2020, the Company had a working capital surplus of $341,259, and retained earnings of $115,463. The Company’s continuation as a going concern is dependent upon its ability to generate revenues and its ability to continue receiving investment capital and loans from third parties to sustain its current level of operations. The Company is in the process of securing working capital from investors for common stock, convertible notes payable, and/or strategic partnerships. No assurance can be given that the Company will be successful in these efforts. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

NOTE 4 – COMMITMENTS AND CONTINGENCIES

 

Legal Matters

 

From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. As of October 22, 2020, there were no pending or threatened lawsuits.

 

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Franchise Agreement

 

The Company has a franchise agreement effective February 19, 2014 expiring in February 2024, with a right to renew for an additional 5 years to operate stores and websites in the Company’s exclusive territory. The Company is obligated to pay 5% of gross revenue for use of systems and manuals.

 

During the nine months ended September 30, 2020 and 2019, the Company paid $16,076 and $49,699, respectively, for the franchise agreement.

 

Uniform Supply Agreement

 

The Company has an agreement to be the exclusive provider of school uniforms and logos for a charter school. The Company is obligated to provide a 3% donation to the charter school each school year. The agreement is for each school year ending through May 31, 2021.

 

During the nine months ended September 30, 2020 and 2019, the Company paid $0 and $16,618 for the uniform supply agreement, respectively.

 

NOTE 5 – FIXED ASSETS

 

Fixed assets and finance lease right of use assets, stated at cost, less accumulated depreciation at September 30, 2020 and December 31, 2019 consisted of the following:

 

  

September 30,

2020

  

December 31,

2019

 
Equipment  $368,868   $368,868 
Autos and trucks   72,898    72,898 
Land   498,000    - 
Less: accumulated depreciation   (274,849)   (224,393)
Property and equipment, net  $664,917   $217,373 

 

Depreciation expense for the nine months ended September 30, 2020 and 2019 was $50,547 and $35,456, respectively.

 

NOTE 6 – CONVERTIBLE NOTE PAYABLE AND NOTES PAYABLE

 

Convertible Notes Payable

 

On April 1, 2018, the Company assumed a convertible promissory note in connection with the reverse acquisition. The funding was in tranches whereby the Company assumed the first tranche of $48,697. The Company received the remaining tranches totaling $57,395 during the year ended December 31, 2018. The Company received total funding of $106,092 as of December 31, 2018. The note had fees of $53,046 which were recorded as a discount to the convertible promissory note and are being amortized over the life of the loan using the effective interest method. The Company recorded interest expense of $0 during the nine months ended September 30, 2020.

 

The note is convertible into common stock at a price of 35% of the lowest three trading prices during the ten days prior to conversion. As of September 30, 2020, the convertible debt would convert to 5,511,273 common shares.

 

The note balance was $106,092 as of September 30, 2020 and December 31, 2019.

 

Derivative liabilities

 

The conversion features embedded in the convertible notes were evaluated to determine if such conversion feature should be bifurcated from its host instrument and accounted for as a freestanding derivative. In the convertible notes with variable conversion terms, the conversion feature was accounted for as a derivative liability. The derivatives associated with the term convertible notes were recognized as a discount to the debt instrument and the discount is amortized over the expected life of the notes with any excess of the derivative value over the note payable value recognized as additional interest expense at the issuance date.

 

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The derivative liability was calculated using the Black-Scholes method over the expected terms of the convertible debt, with a risk-free rate of 0.17% and volatility of 100% as of September 30, 2020. Included in Derivative Income in the accompanying unaudited consolidated statements of operations is expense arising from the change in fair value of the derivatives of $2,193 during the nine months ended September 30, 2020.

 

Notes Payable

 

On April 5, 2020, the Company received a Small Business Administration (“SBA”) loan under the government’s assistance related to COVID-19. The SBA loan was for $169,495 with an interest rate of 0.98% and due in eight weeks. The SBA loan is to assist the Company in payroll during the COVID-19 time period. The SBA loan is forgivable if the Company payroll during this time utilizes all of the monies provided.

 

On April 29, 2020, the Company received the government assistance check of $10,000 related to the COVID-19 response by the government to assist companies during the pandemic.

 

NOTE 7 – FINANCE LEASES

 

On November 17, 2016, the Company obtained a finance lease for equipment. Payments were $2,667 per month for three years and the lease was paid off in 2019.

 

NOTE 8 – ACCRUED EXPENSES

 

The Company had total accrued expenses of $148,067 and $201,790 as of September 30, 2020 and December 31, 2019, respectively. See breakdown below of accrued expenses as follows:

 

  

September 30,

2020

  

December 31,

2019

 
Credit cards payable  $(2,587)  $75,301 
Accrued interest   53,046    53,046 
Other accrued expenses   84,464    73,443 
   $134,923   $201,790 

 

NOTE 9 – RELATED PARTY TRANSACTIONS

 

The majority shareholder, director and officer, is the owner of M & M Real Estate, Inc. (“M & M”). M & M leases the Haltom City, Texas facility to the Company. The monthly lease payment, under a month to month lease, is currently $6,500. The Company incurred lease expense of $58,500 and $58,500, respectively, to M & M for the nine months ended September 30, 2020 and 2019, respectively.

 

The Company has accounts payable to M&M of $0 and $0 as of September 30, 2020 and December 31, 2019, respectively. The accounts payable is for unpaid lease obligations and products the Company purchased from M&M during the nine months ended September 30, 2020 and 2019, respectively. The Company purchased approximately $0 and $14,060, respectively. M&M marks up their sales to JRP by 10%.

 

The Company has been provided office space by its chief executive officer, Ardell Mees, at no cost. Management has determined that such cost is nominal and did not recognize the rent expense in its financial statements.

 

The Company had expenses of approximately $15,985 related to Ardell Mees and family for the year ended December 31, 2019, respectively. These expenses are considered compensation and are included in discontinued operations.

 

In April 2020, Marc Johnson advanced $40,000 to the Company. The advance was repaid in May 2020.

 

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On July 28, 2020, Just Right Products, Inc., a wholly owned subsidiary of ADM Endeavors, Inc. (collectively, the “Company”) entered into an asset purchase agreement (the “APA”) with M&M Real Estate, Inc. (“M&M”). M&M is owned by Marc Johnson, the Company’s CEO, CFO and Chairman. The Company utilized the APA to acquire 10.4 acres of land with a cost basis of $498,000 from M&M. It is anticipated that this land will be used this year for the construction of the Company’s corporate office and expanded operational facilities. The Company compensated M&M in the amount of 22,232,143 shares of common stock of the Company.

 

Employment and Consulting Agreements

 

In April 2018, the Company executed a two-year employment agreement with Ardell D. Mees, the Company’s Chief Executive Officer and Chief Financial Officer. As compensation for services, Mr. Mees is to receive an annual base salary of $60,000. On December 31, 2019, Mr. Mees waived all balances due to him.

 

In April 2018, the Company executed a two-year employment agreement with Marc Johnson, the Company’s Chief Operating Officer. As compensation for services, Mr. Johnson is to receive an annual base salary of $60,000. On December 31, 2019, Mr. Johnson waived all balances due to him.

 

On May 1, 2018, the Company entered into a consulting agreement for financial services and business development for a term of one year and agreed to issue 2,250,000 common shares earned on a monthly basis to a former officer’s family member. On January 9, 2019, the Company issued the shares of common stock. The Company incurred stock compensation expense of $0 for the nine months ended September 30, 2020 and $112,500 as of September 30, 2019. In 2020 the Company issued 4,500,000 shares of common stock related to the current and prior agreements.

 

On February 28, 2019, the Company entered into a consulting agreement for financial services and business development for a term of nine months and issued 1,500,000 common shares earned on a monthly basis. On February 28, 2019, the Company issued the shares of common stock. The Company incurred stock compensation expense of $0 for the nine months ended September 30, 2020 and $25,000 as of September 30, 2019.

 

On January 9, 2020, Motasem Khanfur, the controller of the Company, was appointed as chief financial officer of the Company. As part of his compensation, Mr. Khanfur was awarded 500,000 shares of common stock.

 

On January 9, 2020, Sarah Nelson was appointed as chief operating officer and director of the Company. As part of her compensation, Ms. Nelson was awarded 1,000,000 shares of common stock.

 

On January 9, 2020, Andreana McKelvey resigned as director. She was awarded 250,000 shares of common stock of the Company.

 

On May 30, 2020, the Company entered into a consulting agreement for financial services and business development for a term of one year and agreed to issue 2,250,000 common shares earned on the date of issuance.

 

NOTE 10 – STOCKHOLDERS’ EQUITY

 

Our Articles of Incorporation authorize the issuance of 800,000,000 shares of common stock and 80,000,000 shares of preferred stock with $0.001 par values per share. There were 163,652,143 and 136,920,000 outstanding shares of common stock at September 30, 2020 and December 31, 2019, respectively. There were 2,000,000 outstanding shares of preferred stock as of September 30, 2020 and December 31, 2019, respectively. Each share of preferred stock has 100 votes per share and is convertible into 10 shares of common stock. The preferred stock pays dividends equal with common stock and has preferential liquidation rights to common stockholders.

 

On May 1, 2018, the Company entered into a consulting agreement for financial services and business development for a term of one year and agreed to issue 2,250,000 common shares earned on a monthly basis to an officer’s family member. On January 9, 2019, the Company issued the shares of common stock. The Company incurred stock compensation expense of $0 for the nine months ended September 30, 2020 and $112,500 as of September 30, 2019. In 2020 the Company issued 4,500,000 shares of common stock related to the current and prior agreements.

 

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On January 28, 2019, the Company entered into a consulting agreement for 6 months and agreed to issue 1,500,000 common shares vesting on a monthly basis. The shares were issued on February 28, 2019. The Company incurred stock compensation expense of $0 for the nine months ended September 30, 2020 and $25,000 as of September 30, 2019.

 

On January 9, 2020, Motasem Khanfur, the controller of the Company, was appointed as chief financial officer of the Company. As part of his compensation, Mr. Khanfur was awarded 500,000 shares of common stock. The Company recorded $10,000 as stock-based compensation.

On January 9, 2020, Sarah Nelson was appointed as chief operating officer and director of the Company. As part of her compensation, Ms. Nelson was awarded 1,000,000 shares of common stock. The Company recorded $20,000 as stock-based compensation.

 

On January 9, 2020, Andreana McKelvey resigned as director. She was awarded 250,000 shares of common stock of the Company. The Company recorded $5,000 as stock-based compensation.

 

On April 24, 2020, the Company entered into a consulting agreement for financial services and agreed to issue 650,000 shares of common stock. The shares were valued at $65,000 and were expensed.

 

On May 30, 2020, the Company entered into a consulting agreement for financial services and business development for a term of one year and agreed to issue 2,250,000 common shares earned on the date of issuance. The Company will amortize the stock compensation on a monthly basis in the amount of $13,125. As of September 30, 2020, the Company has recorded an expense of $52,500.

 

On July 28, 2020, Just Right Products, Inc., a wholly owned subsidiary of ADM Endeavors, Inc. (collectively, the “Company”) entered into an asset purchase agreement (the “APA”) with M&M Real Estate, Inc. (“M&M”). M&M is owned by Marc Johnson, the Company’s CEO, CFO and Chairman. The Company utilized the APA to acquire 10.4 acres of land with a cost basis of $498,000 from M&M. It is anticipated that this land will be used this year for the construction of the Company’s corporate office and expanded operational facilities. The Company compensated M&M in the amount of 22,232,143 shares of common stock of the Company.

 

On September 24, 2020, the Company issued 500,000 shares of common stock to legal counsel for services. The shares were valued at $40,000 and were expensed.

 

NOTE 11 – CONCENTRATION OF CUSTOMERS

 

Concentration of Revenue

 

For the nine months ended September 30, 2020, one customer made up 52% of revenues and for the nine months ended September 30, 2019 two customers made up 54% of revenues, respectively. One customer accounted for 64% of accounts receivable as of September 30, 2020. There were no customers that accounted for more than 10% of accounts receivable as of December 31, 2019.

 

NOTE 12 – LEASE LIABILITY

 

Finance Leases

 

Finance leases are included in finance lease right-of-use lease assets and finance lease liability current and long-term debt on the consolidated balance sheets. The associated amortization expense and interest expense are included in depreciation and amortization and interest expense, respectively, on the consolidated income statements.

 

Operating Leases

 

The Company leases office space. Leases with an initial term of 12 months or less are not recorded on the balance sheet. Leases with initial terms in excess of 12 months are recorded as operating or financing leases in our consolidated balance sheet. Lease expense is recognized on a straight-line basis over the term of the lease. For leases beginning in 2018 and later, the Company accounts for lease components separately from the non-lease components. Most leases include one or more options to renew. The exercise of the lease renewal options is at the sole discretion of the Company. The depreciable life of the assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise.

 

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The Company leases approximately 18,000 square feet of space in Haltom City, Texas, pursuant to a month to month lease. This facility serves as our corporate headquarters, manufacturing facility and showroom. The lease is with M & M Real Estate, Inc. (“M & M”), a company owned solely by our majority shareholder and director of the Company.

 

The Company has approximately 6,000 square feet of space in Arlington, Texas which serves as an academic showroom, pursuant to a lease that expired on June 1, 2020. The Company is leasing this space on a month-to-month basis beginning June 1, 2020.

 

As of September 30, 2020, the operating lease right-of-use assets and operating lease liabilities were $0. Operating lease expense during the nine months ended September 30, 2020 was $35,961 and was included as part of operating expenses.

 

NOTE 13 – DISCONTINUED OPERATIONS

 

On January 1, 2020, the Company determined that it would discontinue its business operations in North Dakota, specifically, ADM Enterprises LLC (the “Disposed Company”). The Company has made a settlement with Ardell Mees to provide him with the assets of the Disposed Company and in exchange, Mr. Mees will assume all liabilities of the Disposed Company. As part of the transaction, Mr. Mees resigned from all positions with the Company and, in a private transaction, sold a significant portion of his ownership in the Company to Marc Johnson. The Company and Mr. Mees entered into an indemnification agreement whereby Mr. Mees indemnified the Company for any liabilities of the Disposed Company.

 

Reconciliation of the Items Constituting Profit and (Loss)

from Discontinued Operations

For the Nine Months Ended September 30,

(unaudited)

 

   2020   2019 
Revenue  $-   $81,841 
Direct costs of revenue        9,999 
General and administrative        52,805 
Income from operations        19,037 
Gain on disposal   96,635      
Net income  $96,635   $19,037 

 

NOTE 14 – SUBSEQUENT EVENTS

 

The Company has evaluated subsequent events through the date the financial statements were issued and filed with the Securities and Exchange Commission. The Company has determined that there are no other such events that warrant disclosure or recognition in the financial statements, except as stated herein.

 

The outbreak of the coronavirus (COVID-19) resulted in increased travel restrictions, and shutdown of businesses, which may cause slower recovery of the economy. We may experience impact from quarantines, market downturns and changes in customer behavior related to pandemic fears and impact on our workforce if the virus continues to spread. In addition, one or more of our customers, partners, service providers or suppliers may experience financial distress, delayed or defaults on payment, file for bankruptcy protection, sharp diminishing of business, or suffer disruptions in their business due to the outbreak. The extent to which the coronavirus impacts our results will depend on future developments and reactions throughout the world, which are highly uncertain and will include emerging information concerning the severity of the coronavirus and the actions taken by governments and private businesses to attempt to contain the coronavirus. It is likely to result in a potential material adverse impact on our business, results of operations and financial condition. Wider-spread COVID-19 globally could prolong the deterioration in economic conditions and could cause decreases in or delays in advertising spending and reduce and/or negatively impact our short-term ability to grow our revenues. Any decreased collectability of accounts receivable, bankruptcy of small and medium businesses, or early termination of agreements due to deterioration in economic conditions could negatively impact our results of operations.

 

On October 16, 2020, the Company acquired 7.5 acres of land adjacent to the current land acquired previously to facilitate the space for long-term growth and infrastructure. The purchase price for the land was $465,000 paid in cash and a note payable of $372,000. The note bears interest at 5% and is payable in full on October 16, 2021.

 

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION

 

SPECIAL NOTE CONCERNING FORWARD-LOOKING STATEMENTS

 

We believe that it is important to communicate our future expectations to our security holders and to the public. This report, therefore, contains statements about future events and expectations which are “forward-looking statements” within the meaning of Sections 27A of the Securities Act of 1933 and 21E of the Securities Exchange Act of 1934, including the statements about our plans, objectives, expectations and prospects under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” You can expect to identify these statements by forward-looking words such as “may,” “might,” “could,” “would,” “will,” “anticipate,” “believe,” “plan,” “estimate,” “project,” “expect,” “intend,” “seek” and other similar expressions. Any statement contained in this report that is not a statement of historical fact may be deemed to be a forward-looking statement. Although we believe that the plans, objectives, expectations and prospects reflected in or suggested by our forward-looking statements are reasonable, those statements involve risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements, and we can give no assurance that our plans, objectives, expectations and prospects will be achieved.

 

Important factors that might cause our actual results to differ materially from the results contemplated by the forward-looking statements are contained in the “Risk Factors” section of and elsewhere in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and in our subsequent filings with the Securities and Exchange Commission. The following discussion of our results of operations should be read together with our financial statements and related notes included elsewhere in this report.

 

Company Overview

 

We began operations in 1988, under the ownership and control of Ardell Mees, who provided installation services to grocery decor design companies. As our reputation for excellent workmanship has grown, we have expanded our operations to serve a larger geographic region. On January 4, 2001, we incorporated in North Dakota as ADM Enterprises, Inc. On May 9, 2006, the Company changed both its name to ADM Endeavors, Inc. (“ADM Endeavors,” or the “Company,” “we,” “us,” or “our”) and its domicile to the state of Nevada. On July 1, 2008, the Company acquired all of the assets of ADM Enterprises, LLC (“ADM Enterprises”), a sole proprietorship owned by Ardell and Tammera Mees, in exchange for 10,000,000 newly issued shares of our common stock. As a result, ADM Enterprises became a wholly owned subsidiary of Company. Even though the Company was incorporated on January 4, 2001, it had no operations until the share exchange agreement with ADM Enterprises on July 1, 2008. All business operations are those solely of the Company’s wholly owned subsidiary, ADM Enterprises.

 

In May 2013, the Company amended its Articles of Incorporation to provide for an increase in its authorized share capital. The authorized common stock increased to 800,000,000 shares at a par value of $0.001 per share and preferred stock increased to 80,000,000 shares at a par value of $0.001 per share.

 

On January 1, 2020, the Company determined that it would discontinue its business operations in North Dakota, specifically, ADM Enterprises (the “Disposed Company”). The Company has made a settlement with Ardell Mees to provide him with the assets of the Disposed Company and in exchange, Mr. Mees will assume all liabilities of the Disposed Company. As part of the transaction, Mr. Mees resigned from all positions with the Company and, in a private transaction, sold a significant portion of his ownership in the Company to Marc Johnson. The Company and Mr. Mees entered into an indemnification agreement whereby Mr. Mees indemnified the Company for any liabilities of the Disposed Company.

 

The Company has been affected negatively by COVID-19 as a significant portion of the Company’s sales are for school uniforms which, due to COVID-19 and the closing of schools nationwide, should have a negative impact on the Company’s financials. Additionally, delivery delays have been seen in the first quarter of 2020 due to slowed production in China due to COVID-19, but management does not expect this will significantly impact gross sales due to the diverse growth the Company is experiencing.

 

 C: 
19

 

 

For the Three Months Ended September 30, 2020 and 2019

 

Revenues

 

Our revenue was $1,590,457 for the three months ended September 30, 2020, compared to $1,409,403 for the three months ended September 30, 2019 for continuing operations, resulting in an increase of $181,054, or 12.8%. The increase is primarily due to growth in the business through the use of a new marketing technique and the conversion of products to adapt for the effect of COVID-19.

 

Operating Expenses

 

Direct costs of revenues were $1,036,336 and $954,343 (for continuing operations) for the three months ended September 30, 2020 and 2019, respectively, resulting in an increase of $81,993, or 8.67% due to the increase in revenue which is the result of a new marketing technique and the effect of the conversion of products to adapt for the effect of COVID-19. The gross margin increased from 32.3% as of September 30, 2019 to 34.8% as of September 30, 2020. The increase is related to the growth in revenues.

 

For the three months ended September 30, 2020, our general and administrative expenses and marketing and selling expenses were $557,116 compared to $609,712 for continuing operations for the three months ended September 30, 2019, resulting in a decrease of $52,596 or 8.6%. The increase was primarily due to the increase of general and administrative expenses from $397,546 to $479,371 offset by the decrease in stock-based compensation from $176,875 to $39,375.

 

As a result, net loss from continuing operations was $20,114 for the three months ended September 30, 2020, compared to net loss for continuing operations of $150,060 for the three months ended September 30, 2019.

 

For the Nine Months Ended September 30, 2020 and 2019

 

Revenues

 

Our revenue was $3,523,219 for the nine months ended September 30, 2020, compared to $2,924,506 for the nine months ended September 30, 2019 for continuing operations, resulting in an increase of $598,713, or 20.5%. The increase is primarily due to growth in the business through the use of a new marketing technique and the effect of the conversion of products to adapt for the effect of COVID-19.

 

Operating Expenses

 

Direct costs of revenues were $2,033,559 and $1,581,240 (for continuing operations) for the nine months ended September 30, 2020 and 2019, respectively, resulting in an increase of $452,319, or 28.6% due to the increase in revenue which is the result of a new marketing technique and the effect of the conversion of products to adapt for the effect of COVID-19. The gross margin decreased from 45.9% as of September 30, 2019 to 42.3% as of September 30, 2020. The decrease is related to the increase in revenues and the increase in direct costs of revenue as a higher percent of revenue.

 

For the nine months ended September 30, 2020, our general and administrative expenses and marketing and selling expenses were $1,548,577 compared to $1,443,814 for continuing operations for the nine months ended September 30, 2019, resulting in an increase of $104,763 or 7.3%. The increase is primarily due to the increase in general and administrative expenses from $1,269,167 to $1,012,692 offset by the decrease in stock-based compensation of approximately $152,500 from $318,750 for the nine months ended September 30, 2020 and 2019, respectively.

 

As a result, net loss from continuing operations was $82,570 for the nine months ended September 30, 2020, compared to net loss for continuing operations of $112,751 for the nine months ended September 30, 2019.

 

 C: 
20

 

 

Liquidity and Capital Resources

 

Liquidity and Capital Resources during the nine months ended September 30, 2020 compared to the nine months ended September 30, 2019

 

We had cash used in operations of $151,303 for the nine months ended September 30, 2020, compared to cash provided by operations of $177,838 for the nine months ended September 30, 2019. The decrease in positive cash flow from operating activities for the nine months ended September 30, 2020 is attributable to the increase of receivables. Cash provided by operations for the nine months ended September 30, 2019 is attributable to the Company’s decrease in accounts payable.

 

We had cash used in investing activities of $12,759 for the nine months ended September 30, 2020 and $0 for the nine months ended September 30, 2019.

 

We had cash provided by financing activities of $179,495 for the nine months ended September 30, 2020, compared to cash used in $27,728 for the same period in 2019.

 

We will have to raise funds to pay for our expenses. We may have to borrow money from shareholders or issue debt or equity or enter into a strategic arrangement with a third party. There can be no assurance that additional capital will be available to us. We currently have no arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources. Since we have no such arrangements or plans currently in effect, our inability to raise funds for our operations will have a severe negative impact on our ability to remain a viable company.

 

Going Concern

 

The accompanying unaudited financial statements and the factors within it, have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business and the ability of the Company to continue as a going concern for a reasonable period of time. The Company had net income of $14,065 for the nine months ended September 30, 2020, and had cash used in operating activities of $151,303 for the nine months ended September 30, 2020. The Company had working capital surplus and retained earnings of $341,259 and $115,463, respectively, as of September 30, 2020. The Company’s continuation as a going concern is dependent upon its ability to generate revenues and its ability to continue receiving investment capital and loans from third parties to sustain its current level of operations. The Company is in the process of securing working capital from investors for common stock, convertible notes payable, and/or strategic partnerships. No assurance can be given that the Company will be successful in these efforts. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

On April 19, 2018, the Company acquired Just Right Products, Inc. (“JRP”), a Texas corporation. JRP was incorporated on January 17, 2010. The acquisition of 100% of JRP from Marc Johnson (“Johnson”) was through a stock exchange whereas the Company issued Johnson 2,000,000 shares of restricted Series A preferred stock (the “Acquisition Shares”). Each share of the Series A preferred stock is convertible into ten shares of common stock and each share has 100 votes on a fully diluted basis. The Acquisition Shares, after issuance, constitutes a change of control as Johnson, the receiver of the Acquisition Shares controls approximately 61% of the outstanding votes.

 

We currently have no off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

 

 C: 
21

 

 

Critical Accounting Policies

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make a number of estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Such estimates and assumptions affect the reported amounts of revenues and expenses during the reporting period. We base our estimates on historical experiences and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions and conditions. We continue to monitor significant estimates made during the preparation of our financial statements. On an ongoing basis, we evaluate estimates and assumptions based upon historical experience and various other factors and circumstances. We believe our estimates and assumptions are reasonable in the circumstances; however, actual results may differ from these estimates under different future conditions.

 

See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 1, “Summary of Significant Accounting Policies” in our audited financial statements for the year ended December 31, 2019, included in our Annual Report on Form 10-K as filed on May 13, 2020, for a discussion of our critical accounting policies and estimates.

  

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

A smaller reporting company, as defined by Item 10 of Regulation S-K, is not required to provide the information required by this item.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

The Securities and Exchange Commission defines the term “disclosure controls and procedures” to mean a company’s controls and other procedures of an issuer that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the issuer’s management, including its chief executive and chief financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company maintains such a system of controls and procedures in an effort to ensure that all information which it is required to disclose in the reports it files under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified under the SEC’s rules and forms and that information required to be disclosed is accumulated and communicated to the chief executive and interim chief financial officer to allow timely decisions regarding disclosure.

 

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are not effective as of such date. The Chief Executive Officer and Chief Financial Officer have determined that the Company continues to have the following deficiencies which represent a material weakness:

 

  1. The Company’s lack of independent directors, the Company intends to appoint additional independent directors;
     
  2. Lack of in-house personnel with the technical knowledge to identify and address some of the reporting issues surrounding certain complex or non-routine transactions. With material, complex and non-routine transactions, management has and will continue to seek guidance from third-party experts and/or consultants to gain a thorough understanding of these transactions;
     
  3. Insufficient personnel resources within the accounting function to segregate the duties over financial transaction processing and reporting;
     
  4. Insufficient written policies and procedures over accounting transaction processing and period end financial disclosure and reporting processes.

 

 C: 
22

 

 

To remediate our internal control weaknesses, management intends to implement the following measures:

 

  The Company will add sufficient number of independent directors to the board and appoint additional member(s) to the Audit Committee.
     
  The Company will add sufficient accounting personnel to properly segregate duties and to effect a timely, accurate preparation of the financial statements.
     
  The Company will hire staff technically proficient at applying U.S. GAAP to financial transactions and reporting.
     
  Upon the hiring of additional accounting personnel, the Company will develop and maintain adequate written accounting policies and procedures.

 

The additional hiring is contingent upon The Company’s efforts to obtain additional funding through equity or debt and the results of its operations. Management expects to secure funds in the coming fiscal year but provides no assurances that it will be able to do so.

 

Changes in Internal Control Over Financial Reporting

 

There are no changes in our internal controls over financial reporting other than as described elsewhere herein.

 

Limitations on the Effectiveness of Controls

 

The Company’s management, including the CEO and CFO, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of the control system must reflect that there are resource constraints and that the benefits must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

 

PART II - OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS.

 

There are no pending legal proceedings in which we are a party or in which any of our directors, officers or affiliates, any owner of record or beneficiary of more than 5% of any class of our voting securities is a party adverse to us or has a material interest adverse to us. Our property is not the subject of any pending legal proceedings.

 

ITEM 1A. RISK FACTORS.

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

 

 C: 
23

 

 

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

 

On September 24, 2020, the Company issued 500,000 shares to our legal counsel for services rendered valued at $40,000. The Company issued the foregoing securities in reliance on an exemption from registration under the Securities Act of 1933 set forth in Section 4(a)(2) thereof and Rule 506 of Regulation D promulgated thereunder.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

 

None.

  

ITEM 4. MINE SAFETY DISCLOSURES.

 

Not Applicable.

  

ITEM 5. OTHER INFORMATION.

 

Non.

  

ITEM 6. EXHIBITS

 

Exhibit

Number

  Description
3.1   Articles of Incorporation (incorporated by reference to our Registration Statement on Form S-1, filed on October 8, 2013).
3.2   Bylaws (incorporated by reference to our Registration Statement on Form S-1, filed on October 8, 2013).
31.1   Certification of Principal Executive Officer and Principal Accounting Officer of ADM Endeavors, Inc. required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1   Certification of Principal Executive Officer and Principal Accounting Officer of ADM Endeavors, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 Of 18 U.S.C. 63
     

101.INS

101.SCH

101.CAL

101.DEF

101.LAB

101.PRE

 

XBRL Taxonomy Extension Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

     
(1)   Filed herewith.

 

*Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

 

 C: 
24

 

 

SIGNATURES

 

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  ADM ENDEAVORS, INC.
     
Dated: October 26, 2020   /s/ Marc Johnson
  By: Marc Johnson
  Its: Chief Executive Officer and Interim Chief Financial Officer

 

 C: 
25


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
10/16/21
5/31/21
12/31/2010-K
Filed on:10/26/20
10/22/204
10/16/20
For Period end:9/30/204
9/24/20
7/28/204,  8-K
6/1/20
5/30/20
5/13/2010-K
4/29/20
4/24/20
4/5/20
1/9/203
1/1/20
12/31/1910-K,  10-K/A
9/30/1910-Q,  NT 10-Q
2/28/19
1/28/19
1/9/19
12/31/1810-K,  NT 10-K
5/1/18
4/19/183,  8-K,  8-K/A
4/1/18
11/17/16
2/19/14
1/17/10
7/1/08
5/9/06
1/4/01
 List all Filings 


1 Previous Filing that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

10/08/13  Adm Endeavors, Inc.               S-1                    7:6.6M                                   Bollman Trisha M/FA
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