UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X]☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal year ended December 31 2015, 2022
OR
[ ]☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to __________
Commission File No. 333-191618000-56047
ADM ENDEAVORS, INC.
(Exact name of registrant as specified in its charter)
Nevada | 45-0459323 | |
(State or Other Jurisdiction of | (I.R.S. Employer | |
Incorporation or Organization) | Identification No.) |
(Address of Principal Executive Offices) | (Zip Code) |
(701) 226-9058(817)840-6271
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
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 |
Securities registered pursuant to Section 12(g) of the Act:
Common Stock
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] ☐ No [X] ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] ☐ No [X] ☒
Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.
Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 has submitted electronically and posted on its corporate Web site, if any, 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). Yes [X] ☒ No [ ]☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer | Accelerated filer | ||
Non-accelerated filer | Smaller reporting company | ||
Emerging Growth Company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] ☐ No [X] ☒
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of June 30, 2015: $14,542,000.2022 : $3,623,180. Shares of the registrant’s common stock held by each executive officer and director and by each person who beneficially owns 10 percent or more of the registrant’s outstanding common stock have been excluded in that such persons may be deemed to be “affiliates” of the registrant for purposes of the above calculation. This determination of affiliate status is not a conclusive determination for other purposes.
As of December 31, 2015,March 28, 2023, the issuerregistrant had 123,170,000 shares of its common stock issued and outstanding.
TABLE OF CONTENTS
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Forward-Looking Information
This Annual Report of ADM Endeavors, Inc. on Form 10-K contains forward-looking statements particularly those identified withwithin the words, “anticipates,meaning of Rule 175 of the Securities Act of 1933, as amended, and Rule 3b-6 of the Securities Act of 1934, as amended, that involve substantial risks and uncertainties. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about our industry, our beliefs and our assumptions. Words such as “anticipate,” “expects,” “intends,” “plans,” “believes,” “expects,” “plans,” “intends,” “objectives,”“seeks” and “estimates” and variations of these words and similar expressions.expressions are intended to identify forward-looking statements. These statements reflect management’s best judgment based onare not guarantees of future performance and are subject to risks, uncertainties and other factors, known at the timesome of such statements. The reader may find discussions containing such forward-looking statements in the material set forth under “Management’s Discussionwhich are beyond our control and Analysisdifficult to predict and Plan of Operations,” generally, and specifically therein under the captions “Liquidity and Capital Resources” as well as elsewhere in this Annual Report on Form 10-K. Actual events orcould cause actual results mayto differ materially from those discussed herein. Theexpressed or forecasted in the forward-looking statements. You should not place undue reliance on these forward-looking statements, specified in the following information have been compiled by our management on the basis of assumptions made by management and considered by management to be reasonable. Our future operating results, however, are impossible to predict and no representation, guaranty, or warranty is to be inferred from those forward-looking statements. The assumptions used for purposeswhich apply only as of the forward-looking statements specified in the following information represent estimatesdate of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretationthis Form 10-K. Investors should carefully consider all of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. No assurance can be given that any of the assumptions relatingsuch risks before making an investment decision with respect to the forward-lookingCompany’s stock. The following discussion and analysis should be read in conjunction with our financial statements specified in the following information are accurate, and we assume no obligation to update any such forward-looking statements.for ADM Endeavors, Inc. Such discussion represents only
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PART I
The Company
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, weADM Endeavors, Inc. (“ADM Endeavors,” or the “Company,” “we,” “us,” or “our”) was incorporated in North Dakota as ADM“ADM Enterprises, Inc.” On May 9, 2006, the Company changed both its name to ADM“ADM Endeavors, Inc.” and its domicile to the stateState of Nevada. On July 1, 2008, the Company acquired all of the assets of ADM Enterprises, LLC a sole proprietorship owned by Ardell and Tammera Mees,(“ADM Enterprises”) in exchange for 10,000,000 newly issued shares of ourCompany common stock. As a result, ADM Enterprises LLC 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, LLC on July 1, 2008. All business operations are those solely of the Company’s wholly owned subsidiary ADM Enterprises, LLC.
In May of 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 at a par value of $0.001 per share.
Current Business Operations
We began operations in 1988, under the ownership and control of Ardell Mees, whothen provided installation services to grocery decordécor and 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 incorporatedcompanies primarily in North Dakota as ADM Enterprises, Inc. Dakota.
On May 9, 2006, the Company changed both its name to ADM Endeavors and its domicile to the state of Nevada. On July 1, 2008,April 19, 2018, the Company acquired allJust Right Products, Inc. (“Just Right Products”), a Texas corporation, from its sole shareholder, Marc Johnson, through a share exchange transaction whereby the Company acquired 100% of Just Right Products and issued 2,000,000 shares of Series A Convertible Preferred stock (“Series A Preferred Stock”) to the shareholder of Just Rights Products. Each share of the assets of ADM Enterprises, LLC, a sole proprietorship owned by Ardell and Tammera Mees, in exchange for 10,000,000 newly issuedSeries A Preferred Stock is convertible into 10 shares of ourCompany common stock.stock and each share has 100 votes on a fully diluted basis. The preferred shares represented 61% of the Company’s voting shares and constituted a change of voting control of the Company, with the transaction accounted for as a reverse acquisition. As a result ADM Enterprises, LLCof the transaction, Just Right Products became a wholly owned subsidiary of the Company. Even though
On January 1, 2020, the Company was incorporated on January 4, 2001,determined that it had nowould discontinue its business operations until the share exchange agreement within North Dakota, specifically, ADM Enterprises LLC on July 1, 2008. All business operations are those solely(the “Disposed Company”). The Company transferred the Disposed Company to Ardell Mees in exchange for Mr. Mees’ assumption of the Company’s wholly owned subsidiary ADM Enterprises, LLC.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 pursuant to which Mr. Mees indemnified the Company for the liabilities of the Disposed Company.
We provide customized constructionSince that time, the Company has exclusively focused on its Just Right Productions operations.
Current Business Operations
Just Right Products
Since 2010, Just Right Products has operated a diverse vertical integrated business, which consists of a retail sales division, screen print promotions, embroidery production, digital production, import wholesale sourcing, and installationuniforms. All of grocery store decorthese divisions are promoted and supported by SEO (Search Engine Optimization) /Web in-house department.
The Retail Sales Division focuses on any product with a logo. It sells a very wide range of products from business cards to coffee cups. Its motto is “We sell anything with a logo.” Just Right Products’ salespeople excel at sales because they are selling the items people like to buy. Our sales consist of sales made by in-house hourly employees and commissioned-based employees. In-house accounts are more profitable for both newJust Right Products than commissioned sales. Based on profitability reasons, Just Right Products has focused its resources on SEO and renovated grocery stores. Our service and expertise include the installation of grocery checkout stands, grid ceilings, cart-stops, shelving, customer service counter, office cabinetryWebsite to develop more in-house customers.
The Screen Printing Department utilizes its five screen printing machines to print garments and other groceryfabric items. The department can produce over 8,000 units per day. There are two types of orders, as follows: 1) Retail – where printing is done on purchased products, and 2) Contract printing – performed on wholesale customer provided products. Retail sales printing is more profitable whereas contract printing is less profitable but is beneficial at maximizing production capacity. Just Right Products is currently operating at approximately 70% of capacity with its current equipment therefore, growth without additional equipment is feasible.
The Embroidery equipment has 51 heads of embroidery capacity. It is the same type of production as screen printing, as stated above, in regard to retail and contract embroidery. The Embroidery Department is operating at approximately 40% of capacity with its current equipment therefore, growth without additional equipment is feasible.
The Digital Department also operates in the same manner as Screen Printing and Embroidery and is operating at approximately 50% of capacity based on its current equipment with significant growth potential.
All production departments have more equipment exceeding the workload of the employees’ potential. This gives Just Right Products the ability for expansion in revenue with the hiring of additional employees, and/or having the luxury of having backup equipment eliminating down time and the ability to handle large jobs with the help of part-time employees. The additional equipment is also part of an expansion plan.
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The Import Department sources products for retail and wholesale customers. We shifted some import operations from China to Pakistan. We also have fluent Arabic, Spanish, and Hindi speakers. We are also looking at India as a possible source to replace China sourced products. The Import Division is a significant asset as it allows the Company to meet customers’ demands with flexible delivery times.
The Uniform Division sells uniforms to businesses, schools and municipalities. Our advantages over our competition are in-house production and international sourcing and the ability to process the seasonal demands of the uniform business. This division is able to draw labor from other departments during peak demands thereby reducing the labor expense traditionally required to facilitate this type of seasonal business.
The Company has selected DAC Construction of Red Oak, Texas, to build our new corporate headquarters. Danny Christensen and his team have already started the building process. Eyncon Engineering has completed drilling to conduct soil samples. The drilling consisted of four boring holes at 25 ft, and four at 20 ft and three at 6 ft. This drilling is needed to evaluate the soil and substructure before we can pour the foundation, parking and roads. Grading has been completed, and the Company is now waiting on permits to allow construction to begin. The planned facility will be 80,000 to 100,000 square feet. Funding has tentatively been secured from CapTex bank.
Our company currently outsources signs and banners. We hope to acquire a sign shop allowing us to bring production in house and increase margins and customer base.
The new facility should allow us to add a fulfilment center that will enhance service to existing customers and attract larger customers that require fulfillment. We should also be able to enhance our current online retail store equipment and fixtures. Our clients primarily consisthave the ability to increase our inventory capacity for existing programs.
The Company believes the SEO/Web department is one of designthe keys to future growth. The Company has seen that customers tend to go online as their first source when our products are needed. Due to this trend, the Company is focusing approximately 80% of its advertising budget to maintain and grow the Company’s online presence.
The Company reports its businesses under the following SIC Code: 7319, Advertising-Promotional.
Competition
Just Right Products, Inc.
According to Promotional Products Association International (“PPAI”), in the past five years the United States promotional products industry expanded greatly, with annual revenues of over $23 billion and growth of over 3% per year, the industry employs over 250,000 people in over 26,000 businesses. Similar to other advertising industries over the period, the growing economy fostered healthy consumer spending, so businesses respond by increasing expenditures on advertisements to capture the attention of shoppers and downstream clients. In addition, an increase in the total number of US businesses added to the industry’s potential pool of clientele, as new companies often use promotional products to endorse their business, product or service. Over the next five years, we anticipate continued growth in corporate profit and total advertising expenditure will boost industry demand, compelling companies to spend more on promotional products.
Every single consumer for every single product is a potential recipient of branded promotional products. Countless thousands of promotional products have a far greater reaching impact than most of whom are subsidiaries of major retail grocery chains, or are affiliatedpeople might think, considering the following facts: (source: PPAI)
● | 83% of customers say they enjoy receiving a promotional product with an advertising message; |
● | After receiving a promotional product, 85% of customers say they do business with the company; |
● | 58% of customers keep a promotional product for up to four years; |
● | 89% of customers can recall the advertiser on a promotional product they received in the past two years; and |
● | A promotional product increases the effectiveness of other media by 44%. |
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Compliance with Associated Wholesale Grocers, the nation’s second largest retailer-owned grocery wholesaler. Government Regulation
We believe that we are and will continue to be in compliance in all material respects with applicable statutes and the regulations passed in the United States. There are no current orders or directions relating to our success iscompany with respect to the result of both our quality installation of grocery equipmentforegoing laws and fixtures, and high level of personal serviceregulations.
Environmental Regulations
We do not believe that we provideare or will become subject to our customers. We receive bid requests from all regionsany environmental laws or regulations of the United States. Therefore, we are seeking to expandWhile our operations to serviceproducts and business activities do not currently violate any laws, any regulatory changes that impose additional geographic areas.
The majority ofrestrictions or requirements on us or on our contracts have been in the Midwestern United States including North Dakota, Kansas, Minnesota, Missouri, Oklahoma and Texas. Over the past 25 years, ADM has completed projects in 25 states, including North Dakota, South Dakota, Minnesota, Montana, Nebraska, Wyoming, Kansas, Colorado, Oklahoma, Illinois, Idaho, Indiana, Iowa, Arkansas, Missouri, Texas, Tennessee, Kentucky, Michigan, Ohio, Pennsylvania, California, Nevada, and Florida.
The main focus ofproducts or potential customers could adversely affect us by increasing our expansion plan includes primarily the Midwestern United States including the states of North Dakota, South Dakota, Minnesota, Iowa, Wisconsin, Wyoming, Nebraska, and Kansas, as well as some southern states such as Texas, Oklahoma, Mississippi, and Kansas.
To effectuate our business plan during the next twelve months, we must increase our current customer base, as well as acquire additional employees and equipment so that we may accommodate our expanded customer base. We anticipate that we will establish an online presence to increase our market visibility and corporate recognition. We believe we can establish our industry presence and stimulate interest by constructing a trade show booth to market our services when we attend annual grocer tradeshows and conventions.
Use of Grocery Decor Installation Services in the Construction and Remodeling Industry has grown tremendously in recent years. The retail grocery industry is highly competitive and requires constant innovations to attract and retain customers. Accordingly, neighborhood markets battle for patrons by catering to customers’ desires for a modern, clean, and convenient shopping experience. Grocery stores, therefore, typically renovate every five to six years to maintain a new image.
In the past, store workers, paintersoperating costs or carpenters installed decor items. However, as the designs and materials became increasingly elaborate, the need for specialized and experienced installers grew. The installation process requires that an installer have special knowledge of various aspects of construction, including framing, finishing, and remodeling. Additionally, knowledge of standards for product usage, hanging methods and quality control are extremely helpful. As a result of the frequency of store renovations, coupled with the complexity of the items being installed secures thedecreasing demand for custom installation services.our products or services, which could have a material adverse effect on our results of operations.
Competition
Compliance with Government Regulation
Bankruptcy or Similar Proceedings
There has been no bankruptcy, receivership or similar proceeding pertaining to the Company.
Reorganizations, Purchase or Sale of Assets
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 made a settlement with Ardell Mees to provide him with the assets of the Disposed Company and in exchange, Mr. Mees assumed 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.
There have been no other material reclassifications, mergers, consolidations, purchases or sales of a significant amount of assets not done in the ordinary course of business pertaining to the Company.
Patents, Trademarks, Franchises, Concessions, Royalty Agreements, or Labor Contracts
The Company claims no ownership of any patent or trademark, nor is it bound by any outstanding royalty agreements related thereto.
Employees
The Company only has one employment agreement with its chief executive officer and chief financial officer. On January 3, 2013, the Company executed a 2 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 $72,000.
Company Information
The public may read and copy any materials that we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of that site is www.sec.gov.
An investment in these securities involves an exceptionally high degree of risk and is extremely speculative in nature. You should consider carefully the following risks, along with all of the other information included in this report, before deciding to buy our common stock. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also impair our business operations. IfAs a smaller reporting company, we are unable to prevent events that have a negative effect from occurring, our business may suffer.
RISKS RELATED TO OUR BUSINESS
Our operating results will be difficult to predict and fluctuations in them may cause volatility in the price of our shares.
Given the nature of the grocery store markets in which we compete, our revenues and profitability may be difficult to predict for many reasons, including the following:
Construction and production capacities that do not match demand for our products could result in lost sales or in a reduction in our gross margins.
Our industry is characterized by frequent new product and or design introductions, short-term customer commitments and volatile changes in demand. We will determine capacities based on our forecasts of demand for our services and products. Actual demand for our services and products will depend on many factors, which will make it difficult to forecast. The following problems could occur as a result of these differences:
If we do not timely introduce successful grocery store designs and products, our business and operating results could suffer.
The market for our services and products is characterized by rapidly evolving industry standards, short product life cycles and frequent new product introductions. As a result, we must continually introduce new products and technologies and enhance existing products in order to remain competitive. The success of our new products will depend on several factors, including our ability to: (i) anticipate technology and grocery store market trends; (ii) timely develop innovative new products and enhancements for grocery stores; (iii) distinguish our products from those of our competitors; (iv) manufacture and deliver high-quality products and provide high-quality services; and (v) price our products and services competitively.
Our failure to manage growth could harm it.
We intend to significantly expand the number and types of grocery stock products and services we will sell and we will endeavor to further expand our service and product portfolio. This expansion may place a significant strain on our management, operations and resources. Specifically, the areas that may be strained most by our growth will include the following:
To manage the growth of our operations, we will need to continue to improve our transaction processing, operational and financial systems, and procedures and controls to effectively manage the increased complexity. If we are unable to scale and improve them, the consequences could include delays in shipment of product, degradation in levels of customer support, lost sales and increased inventory. These difficulties could harm or limit our ability to expand.
If we do not compete effectively, demand for our grocery store products and installations could decline and our business and operating results could be adversely affected.
Our industry is intensely competitive. It is characterized by a trend of slowly rising average selling prices in the grocery market, and continual performance enhancements and new features, as well as rapid adoption of technological and product advancements by competitors in its grocery store market. Also, aggressive industry pricing practices and downward pressure on margins may result in increased price competition from both our primary competitors as well as from less established ones. If we do not continue to distinguish our grocery store products and installations through distinctive, technologically advanced features, design and services, as well as continue to build and strengthen our brand recognition, our business could be harmed. If we do not otherwise compete effectively, demand for our products will decline, our gross margins could decrease, we would lose market share, and our revenues could decline.
We depend on OEMs (original equipment manufacturers) and contract manufacturers who may not have adequate capacity to fulfill our needs or may not meet our quality and delivery objectives.
The primary suppliers of the components which we install in grocery stores are also the largest source of our contracts. They include DGS of Salt Lake City, Utah, which is a division of Supervalue stores with 3,400 stores, and with whom we have been working since 1988; DGS of Kansas City, Kansas is a division of Associated Wholesale Grocers with 2,900 stores, with whom we have been working for the last 19 years; and Reso/Nantz International of Lubbock, Texas, with whom we have worked since 2005. Within the areas of the United States in which ADM operates, these three companies would be considered the most prominent manufacturers of interior grocery store decor components.
Original component manufacturers and contractors produce our product lines. Our reliance on them will involve significant risks, including reduced control over quality and logistics management, the potential lack of adequate capacity and discontinuance of the contractors’ assembly processes. Financial instability of our manufacturers or contractors could result in us having to find new suppliers, which could increase our costs and delay our product and installation deliveries. These manufacturers and contractors may also choose to discontinue building its products for a variety of reasons. Consequently, we may experience delays in the timeliness, quality and adequacy in product and installation deliveries, any of which could harm our business and operating results.
We may purchase key grocery store components and products from single or limited sources, and our business and operating results could be harmed if supply were delayed or constrained or if there were shortages of required components.
Lead times for materials and components ordered by us or our contract manufacturers can vary significantly and depend on factors, such as the specific supplier, contract terms and demand for a grocery store component at a given time. We do not have any established contractual relations with our suppliers for key grocery store components. From time to time, we may thus experience supply shortages and fluctuations in component prices. While we will try to manage our component levels through the purchase of buffer stock, there is no guarantee that we will be able to maintain the inventory levels sufficient to meet our product demand. In addition, we may be at risk for these components if our customers reject or cancel orders unexpectedly or with inadequate notice.
Shortages or interruptions in the supply of components or subcontracted products, or our inability to procure these components or products from alternate sources at acceptable prices in a timely manner could delay shipment and installation of our products or increase our production or installation costs, which could have an adverse impact on our business, financial condition and operating results.
We may purchase some products and some key components used in our grocery store products from single or limited sources. If the supply of these products or key components were to be delayed or constrained, we may be unable to find a new supplier on acceptable terms or at all or our new and existing product shipment could be delayed. Any of this could harm our business, financial condition and operating results.
Our introduction of any new grocery store product lines may consume significant resources and not result in significant future revenues.
We may expand our grocery store product offerings with new product lines that are outside of our traditional areas of expertise. To accomplish this, we will need to commit resources to develop, sell and market these new products. With limited experience in these grocery store product lines and because these products may be based on technologies that are new to us, it may be difficult for us to accurately anticipate and forecast revenues, customer support costs and product returns. Our investments in the development and marketing of new lines of grocery store products could produce higher costs without a proportional increase in revenues.
We may be unable to protect our proprietary rights.
Our future success depends in part on our proprietary technology, technical know-how and other intellectual property. We rely on intellectual property laws, confidentiality procedures and contractual provisions, such as nondisclosure terms, to protect our intellectual property. Others may independently develop similar technology, duplicate our products, or design around our intellectual property rights. In addition, unauthorized parties may attempt to copy aspects of our product and installation services or to obtain and use information that we regard as proprietary. Any of these events could significantly harm our business, financial condition and operating results.
We may also reliance on technologies that we acquire from others. We may rely on third parties for further required technologies. We may purchase a computer’s logic component or other technological devices from outside sources and will need to pay annual fees to enable us to get updates’/upgrades and technical support to the logic portion of the system or device. We may find it necessary or desirable in the future to obtain licenses or other rights relating to one or more if our products or to current or future technologies. These licenses or other rights may not be available on commercially reasonable terms or at all. The inability to obtain certain licenses or other rights or to obtain such licenses or rights on favorable terms, or the need to engage in litigation regarding these matters, could have a material adverse effect on our business, financial condition and operating results. Moreover, the use of intellectual property licensed from third parties may limit our ability to protect the proprietary rights in our products.
We are an “emerging growth company,” and we cannot be certain if the reduced reporting requirements applicable to emerging growth companies will make our common stock less attractive to investors.
We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act, or the JOBS Act. For as long as we continue to be an emerging growth company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including not being required to comply withprovide the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, delay compliance with new or revised accounting standards that have different effective dates for public and private companies until they are made applicable to private companies, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We could be an emerging growth company for up to five years, although we could lose that status sooner if our revenues exceed $1 billion, if we issue more than $1 billion in non-convertible debt in a three year period, or if the market value of our common stock heldinformation required by non-affiliates exceeds $700 million as of any September 30 before that time, in which case we would no longer be an emerging growth company as of the following December 31. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. We have decided to take advantage of the exemptions provided to emerging growth companies and as a result our financial statements may not be comparable to companies that comply with public company effective dates. In addition, some investors might find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.this item.
Our future success depends on our ability to retain our key employees.
We are dependent on the services of Ardell Mees, our Chief Executive Officer and Chief Financial Officer and member of our Board. Other than non-compete provisions of limited duration included in employment agreements that we may or will have with certain executives, we do not generally seek non-compete agreements with key personnel, and they may leave and subsequently compete against us. The loss of service of any of our senior management team, particularly those who are not party to employment agreements with us, or our failure to attract and retain other qualified and experienced personnel on acceptable terms, could have a material adverse effect on our business.
We may be unable to attract and retain the skilled employees needed to sustain and grow our business.
Our success to date has largely depended on, and will continue to depend on, the skills, efforts and motivations of our executive team and employees, who generally have significant experience with our Company and within the construction and installation of grocery store decor industry. Our success will also depend largely on our ability to attract and retain highly qualified interior decoration engineers and construction contractors and general corporate management personnel. We may find difficulties in locating and hiring qualified grocery store decor personnel and in retaining such personnel once hired, which may materially and adversely affect our business.
We may need additional capital in the future, but there is no assurance that funds will be available on acceptable terms, or at all.
We may need to raise additional funds in order to achieve growth or fund other business initiatives. This financing may not be available in sufficient amounts or on terms acceptable to us and may be dilutive to existing stockholders if raised through additional equity offerings. Additionally, any securities issued to raise funds may have rights, preferences or privileges senior to those of existing stockholders. If adequate funds are not available or are not available on acceptable terms, our ability to expand, develop or enhance services or products, or respond to competitive pressures may be materially limited.
Any existing indebtedness could adversely affect our financial condition and we may not be able to fulfill our debt obligations.
Any proposed indebtedness may contain various covenants that may limit our ability to, among other things: (i) incur or guarantee additional indebtedness; (ii) pay dividends or make other distributions to our stockholders; (iii) make restricted payments; (iv) engage in transactions with affiliates; and (v) enter into proposed business transactions or combinations. These restrictions could limit our ability to withstand general economic downturns that could affect our business, obtain future financing, make acquisitions or capital expenditures, conduct operations or otherwise capitalize on business opportunities that may arise. Additionally, if we incur substantial debt for working capital purposes, we may use a significant portion of our cash flow to pay interest on our outstanding debt, limiting the amount available for working capital, capital expenditures and other general corporate purposes.
We may be more vulnerable to adverse economic conditions than less leveraged competitors and thus less able to withstand competitive pressures. If our cash flow is inadequate to make interest and principal payments on our debt, we might have to refinance our indebtedness or issue additional equity or other securities and may not be successful in those efforts or may not obtain terms favorable to us. Additionally, our ability to finance working capital needs and general corporate purposes for the public and private markets, as well as the associated cost of funding, is dependent, in part, on our credit ratings, which may be adversely affected if we experience declining service revenue. Any of these events could reduce our ability to generate cash available for investment or debt repayment or to make improvements or respond to events that would enhance profitability.
RISKS RELATED TO OUR SECURITIES
Our stock price may be volatile, which may result in losses to our shareholders.
The stock markets have experienced significant price and trading volume fluctuations, and the market prices of companies listed on the OTC Pink and other similarly-tiered quotation boards have been volatile in the past and have experienced sharp share price and trading volume changes. The trading price of our common stock is likely to be volatile and could fluctuate widely in response to many factors, including the following, some of which are beyond our control:
Domestic and international stock markets often experience significant price and volume fluctuations. These fluctuations, as well as general economic and political conditions unrelated to our performance, may adversely affect the price of our common stock.
Our common shares may become thinly traded and you may be unable to sell at or near ask prices, or at all.
We cannot predict the extent to which an active public market for trading our common stock will be sustained. This situation is attributable to a number of factors, including the fact that we are a small company that is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community who generate or influence sales volume. Even if we came to the attention of such persons, those persons tend to be risk-averse and may be reluctant to follow, purchase, or recommend the purchase of shares of an unproven company such as ours until such time as we become more seasoned and viable. As a consequence, there may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. We cannot give you any assurance that a broader or more active public trading market for our common stock will develop or be sustained, or that current trading levels will be sustained.
The market price for our common stock is particularly volatile given our status as a relatively small company, which could lead to wide fluctuations in our share price. You may be unable to sell your common stock at or above your purchase price if at all, which may result in substantial losses to you.
Shareholders should be aware that, according to SEC Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include (1) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (2) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (3) boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (4) excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and (5) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses. Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities. The occurrence of these patterns or practices could increase the volatility of our share price.
Because the SEC imposes additional sales practice requirements on brokers who deal in shares of penny stocks, some brokers may be unwilling to trade our securities. This means that you may have difficulty reselling your shares, which may cause the value of your investment to decline.
Our shares are classified as penny stocks and are covered by Section 15(g) of the Exchange Act, which imposes additional sales practice requirements on brokers-dealers who sell our securities. For sales of our securities, broker-dealers must make a special suitability determination and receive a written agreement prior from you to making a sale on your behalf. Because of the imposition of the foregoing additional sales practices, it is possible that broker-dealers will not want to make a market in our common stock. This could prevent you from reselling your shares and may cause the value of your investment to decline.
Financial Industry Regulatory Authority (FINRA) sales practice requirements may limit your ability to buy and sell our common stock, which could depress the price of our shares.
FINRA rules require broker-dealers to have reasonable grounds for believing that an investment is suitable for a customer before recommending that investment to the customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status and investment objectives, among other things. Under interpretations of these rules, FINRA believes that there is a high probability such speculative low-priced securities will not be suitable for at least some customers. Thus, FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our shares, have an adverse effect on the market for our shares, and thereby depress our share price.
Volatility in our common share price may subject us to securities litigation.
The market for our common stock is characterized by significant price volatility as compared to seasoned issuers, and we expect that our share price will continue to be more volatile than a seasoned issuer for the indefinite future. In the past, plaintiffs have often initiated securities class action litigation against a company following periods of volatility in the market price of its securities. We may, in the future, be the target of similar litigation. Securities litigation could result in substantial costs and liabilities and could divert management’s attention and resources.
Our business is subject to changing regulations related to corporate governance and public disclosure that have increased both our costs and the risk of noncompliance.
Because our common stock is publicly traded, we are subject to certain rules and regulations of federal, state and financial market exchange entities charged with the protection of investors and the oversight of companies whose securities are publicly traded. These entities, including the Public Company Accounting Oversight Board, the SEC and FINRA, have issued requirements and regulations and continue to develop additional regulations and requirements in response to corporate scandals and laws enacted by Congress, most notably the Sarbanes-Oxley Act of 2002. Our efforts to comply with these regulations have resulted in, and are likely to continue resulting in, increased general and administrative expenses and diversion of management time and attention from revenue-generating activities to compliance activities. Because new and modified laws, regulations and standards are subject to varying interpretations in many cases due to their lack of specificity, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions to our disclosure and governance practices.
Sales of our currently issued and outstanding stock may become freely tradable pursuant to Rule 144 and may dilute the market for your shares and have a depressive effect on the price of the shares of our common stock.
A majority of the outstanding shares of our common stock are “restricted securities” within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”) (“Rule 144”). As restricted shares, these shares may be resold only pursuant to an effective registration statement or under the requirements of Rule 144 or other applicable exemptions from registration under the Securities Act and as required under applicable state securities laws. Rule 144 provides in essence that one year following a company filing Form 10 information with the SEC to that effect, a non-affiliate who has held restricted securities for a period of at least six months may sell their shares of common stock. Under Rule 144, affiliates who have held restricted securities for a period of at least six months may, under certain conditions, sell every three months, in brokerage transactions, a number of shares that does not exceed the greater of 1% of a company’s outstanding shares of common stock or the average weekly trading volume during the four calendar weeks prior to the sale.
We may seek to raise additional funds, finance acquisitions or develop strategic relationships by issuing capital stock.
We may finance our operations and develop strategic relationships by issuing equity or debt securities, which could significantly reduce the percentage ownership of our existing stockholders. Furthermore, any newly issued securities could have rights, preferences and privileges senior to those of our existing stock. Moreover, any issuances by us of equity securities may be at or below the prevailing market price of our stock and in any event may have a dilutive impact on your ownership interest, which could cause the market price of our stock to decline.
Our preferred stock could be issued to inhibit potential investors or delay or prevent a change of control that may favor you.
Some of the provisions of our certificate of incorporation, our bylaws and Utah law could, together or separately, discourage potential acquisition proposals or delay or prevent a change in control. In particular, our board of directors is authorized to issue up to 5,000,000 shares of preferred stock (less any outstanding shares of preferred stock) with rights and privileges that might be senior to our common stock, without the consent of the holders of the common stock.
Our common stock is subject to the “penny stock” rules of the SEC and the trading market in our securities is limited, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.
The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require:
In order to approve a person’s account for transactions in penny stocks, the broker or dealer must:
The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the Commission relating to the penny stock market, which, in highlight form:
Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.
Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
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None.
Description of Property
The Company currently maintains its corporate office at 2021 N. 3rd St., Bismarck, North Dakota 58501. At this location Ardell D. Mees provides two office spaces for the exclusive use5941 Posey Lane, Haltom City, TX 76117. Our telephone number is (817) 840-6271. The Company’s operation has approximately 17,000 square feet in area and is leased at a cost of approximately $6,500 per month. The lease, which is on a month-to-month basis, is with a company owned by an officer and director of the company. No monthly fee is being charged to the Company, as management believes such cost is nominal and so forth does not recognize any rent expense in the financial statements. The Company rents a storage unit for exclusive use of the company in Mandan, North Dakota for a total cost of $1,560 per year.Company.
We are not aware of any material pending legal proceedingsFrom time to whichtime, we are a party or of which our property is the subject. We also know of no proceedingsmay be involved in litigation relating to which anyclaims arising out of our directors, officersoperations in the normal course of business. As of this filing, there were no pending or affiliates, or any registered or beneficial holders of more than 5% of any class of our securities, or any associate of any such director, officer, affiliate or security holder are an adverse party orthreatened lawsuits that could reasonably be expected to have a material interest adverse to us.effect on the results of our operations.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELAED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
The Company accepted effective status as a reporting company on September 18, 2013 through the filing of an S-1 registration statement with the Securities and Exchange Commission. As of the filing date of this annual report, there is noa minimal market for the Company’s stock. The Company is working with a market maker and is planning to submit its application to FINRA to acquire a ticker symbol in the near future. The Company plans on listing the stock for quotation on the Over-The-Counter Bulletin Board and will submit an application with FINRA for a trading symbol.
Holders
As of December 31, 2015,2022, there were approximately 123,170,000153,652,143 shares of common stock issued, issuable, and outstanding, held by __54 stockholders of record. The number of stockholders of record does not include beneficial owners of our common stock, whose shares are held in the names of various dealers, clearing agencies, banks, brokers and other fiduciaries. As of December 31, 2015, there were also obligations to issue 2,225,000 shares of common stock that were not yet issued.
Dividend Policy
We have not declared or paid dividends on our common stock since our formation, and we do not anticipate paying dividends in the foreseeable future. The declaration or payment of dividends, if any, in the future, will be at the discretion of our Board of Directors and will depend on our then-current financial condition, results of operations, capital requirements, and other factors deemed relevant by the Board of Directors. There are no contractual restrictions on our ability to declare or pay dividends.
Equity Compensation Plans
The Company does not sponsor any compensation plan under which equity securities are authorized for issuance.
Penny Stock
Our common stock is considered “penny stock” under the rules the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934. The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ Stock Market System, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or quotation system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the Commission, that:
● | contains a description of the nature and level of risks in the market for penny stocks in both public offerings and secondary trading; |
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Recent Sales Of Unregistered Securities
● | contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of Securities’ laws; contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; |
● | contains a toll-free telephone number for inquiries on disciplinary actions; |
● | defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and |
● | contains such other information and is in such form, including language, type, size and format, as the Commission shall require by rule or regulation. |
The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with:
● | bid and offer quotations for the penny stock; |
● | the compensation of the broker-dealer and its salesperson in the transaction; |
● | the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the marker for such stock; and |
● | monthly account statements showing the market value of each penny stock held in the customer’s account. |
In addition, the penny stock rules that require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgement of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitably statement.
These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock.
Common Andand Preferred Shares Authorized
The Company was incorporated on January 4, 2001, at which time the Company authorized 300,000,000 shares of common stock with $0.001 par value and 30,000,000 shares of preferred stock with $0.001 par value.
In May of 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 June 5, 2013, the Company designated 80,000,000 preferred shares as Series A Convertible Preferred Stock (“Series A Preferred Stock”) which has the voting power equal to 100 common shares per each share of preferred stock. Each share of Series A Convertible Preferred Stock is convertible into 10 common shares at any time by the holder. As of December 31, 2022, there are 2,000,000 shares of Series A Preferred Stock outstanding, and no other shares of preferred stock outstanding.
ITEM 6. SELECTED FINANCIAL DATA
Not applicable.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
Forward Looking Statements
Except for historical information, the following Management’s Discussion and AnalysisThis Annual Report on Form 10-K contains forward-looking statements based upon current expectationswithin the meaning of Rule 175 of the Securities Act of 1933, as amended, and Rule 3b-6 of the Securities Act of 1934, as amended, that involve certainsubstantial risks and uncertainties. SuchThese forward-looking statements include statements regarding, among other things, (a) discussionsare not historical facts, but rather are based on current expectations, estimates and projections about the industries in which we operate, (b) our projected sales and profitability, (c) our growth strategies, (d) anticipated trends in our industry, (e) our future financing plans, (f)beliefs and our anticipated needs for working capital, (g) our lack of operational experience and (h) the benefits related to ownership of our common stock. Forward-looking statements, which involve assumptions and describe our future plans, strategies, and expectations, are generally identifiable by use of the words “may,” “will,” “should,” “expect,”assumptions. Words such as “anticipate,” “estimate,“expects,” “believe,“intends,” “intend,“plans,” or “project” or the negative“believes,” “seeks” and “estimates” and variations of these words or other variations on these words or comparable terminology. This information may involve known and unknownsimilar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, that maysome of which are beyond our control and difficult to predict and could cause our actual results performance, or achievements to be materially different from the future results, performance, or achievements expressed or implied by any forward-looking statements. These statements may be found under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Description of Business,” as well as in this Report generally. Actual events or results may differ materially from those discussedexpressed or forecasted in the forward-looking statements. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this Form 10-K. Investors should carefully consider all of such risks before making an investment decision with respect to the Company’s stock. The following discussion and analysis should be read in conjunction with our financial statements and summary of selected financial data for ADM Endeavors, Inc. Such discussion represents only the best present assessment from our Management.
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Current Operations
The Company operates a diverse vertical integrated business, which consists of a retail sales division, focusing on screen print promotions, embroidery production, digital production, import wholesale sourcing, and uniforms.
COMPARISON OF THE YEAR ENDED DECEMBER 31, 2022 TO THE YEAR ENDED DECEMBER 31, 2021
Results of Operations
Revenue
For the year ended December 31, 2022, the Company had revenues of $5,624,500 compared to $6,556,864 for the same period in 2021 from continuing operations. The decrease in revenue of $932,365, or 14.2%, is primarily due to a reduction in spending on government contracts, school uniforms and influencers merchandise sales.
Cost of Revenues
The cost of revenues for the year ended December 31, 2022 was $3,782,280 compared to $3,990,161 for the same period in 2021. Cost of revenues for 2022 was 67.3% of revenue compared to 60.1% of revenue for 2021. The primary cause of the decrease as a percentage of revenue was a direct result of various factors, including, without limitation,decreased sales.
Operating Expenses
The general and administrative expenses were $1,429,833 for the risks outlined under “Risk Factors”year ended December 31, 2022 compared to $1,641,648 for the same period in 2021. The decrease in 2022 in general and matters describedadministrative expenses was approximately 12.9% primarily due to due to reduced marketing costs and wages.
The marketing and selling expenses were $59,343 for the year ended December 31, 2022 compared to $209,979 for the same period in this Report generally. In light of these risks2021. The decrease in 2022 in marketing and uncertainties, there can be no assurance thatselling expenses was approximately 71.8% primarily due to utilizing new lower-cost marketing techniques.
Net Income
The net income for the forward-looking statements containedyear ended December 31, 2022 was $149,752 compared to $737,348 for the same period in this Report will in fact occur as projected.2021.
Liquidity and Capital Resources
General
At December 31, 2022, we had cash of $234,235. We have historically met our cash needs through a combination of cash flows from operating activities and proceeds from loans and financing by our officers and directors. Our cash requirements are generally for selling, general and administrative activities. We believe that our cashflow from operations and cash balance is sufficient to finance our cash requirements for expected operational activities, capital improvements, and repayment of debt through the next 12 months.
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Current
Our cash provided by operating activities of $545,929 for the year ended December 31, 2022, compared to $498,545 during the same period in 2021. For the year ended December 31, 2022, net cash provided by operating activities of $545,929 consisted of net income of $149,752, plus $138,312 of non-cash items, consisting primarily of depreciation and Planned Operationsamortization of $40,319 and change in derivative liability of $89,956, plus changes in operating assets and other operating activities of $257,865. For the year ended December 31, 2021, net cash provided by operating activities of $498,545 consisted of net income from operations of $737,348, plus $61,454 of non-cash items an, consisting primarily of depreciation and amortization of $59,283, less a gain on forgiveness of debt of $169,495 and $126,067 used in changes in operating assets and other operating activities
Currently,Cash used in investing activities during the year ended December 31, 2022, was $639,726 compared to $143,086 during the same period in 2021. For the year ended December 31, 2022, net cash used in investing activities consisted of $639,726 for the purchase of property and equipment. For the year ended December 31, 2021, net cash used in investing activities consisted of $143,086 for the purchase of property and equipment.
Cash used in financing activities was $90,381 for the year ended December 31, 2022, compared to cash used in financing activities of $214,410 during the comparable period in 2021. For the year ended December 31, 2022, net cash used in financing activities consisted of proceeds from notes payable of 114,065 and repayments of notes payable of $204,446. For the year ended December 31, 2021, net cash used in financing activities consisted of $214,410 for the repayment of notes payable.
As of December 31, 2022, the Company hashad working capital deficit of $56,024, of which $307,973 of current liabilities was related to travelderivative liabilities. As of December 31, 2021, the Company had working capital of $309,680, of which $218,017 of current liabilities was related to and from its only office in North Dakota to the mid-west to bid and compete for sales. derivative liabilities.
For the years ended | ||||||||
December 31, | ||||||||
2022 | 2021 | |||||||
Cash provided by operating activities | $ | 545,929 | $ | 498,545 | ||||
Cash used in investing activities | (639,726 | ) | (143,086 | ) | ||||
Cash used in financing activities | (90,381 | ) | (214,410 | ) | ||||
Net changes to cash | $ | (184,178 | ) | $ | 141,049 |
Off Balance Sheet Arrangements
The Company hopes to expand operations by opening a satellite office in the mid-western region whereby we could aggressively bid on projects easier and more efficiently. The Company also plans to mitigate the uncertainty of the U.S. economy by increasing its customer base to include mid-sized grocery chains as well.
The large national supermarket chains usually remodel their stores every (4) four to (6) six years. The Companycurrently has noticedno off-balance sheet arrangements that national chains will more typically begin remodeling projects in the second half of the year, with completion before the holiday season. The majority of the Company’s revenueshave or are derived from Super Valu, Inc or Associated Wholesale Grocers which are 2 of many interior grocery store décor design companies. The contracts we are awarded can be anywhere from 1 week to 1 month, depending on how large the store is. It normally takes 21-30 days upon completion of projects to be paid in full.
Expanding the Company’s market reach and physical presence is the key to its continued growth. Because current ADM staff is limited by geographic considerations when bidding for jobs, it is necessary to provide more staff in more regions. Below is a list of planned district offices for the company and the geographical areas they will serve. Through the Company’s efforts to go public and enter the equities markets, the Company is seeking to secure additional funds from outside investors to execute its planned expanded operations in the near future. The Company has not entered into any agreements, verbal or written, with regards to securing additional funding necessary to finance planned future operations. Moreover, there are no agreements in place with any officer of the Company nor with outside entities to fund the Company if it werereasonably likely to have a shortfallcurrent or future material effect on our financial condition, changes in capital. It is estimated that eachfinancial condition, revenues or expenses, results of the Company’s five targeted expansion areas will require approximately $200,000 each in startupoperations, liquidity, capital for a total of $1,000,000 over a two-year rollout period.expenditures or capital resources.
Bismarck, North Dakota will continue to remain the headquarters for the Company. Because approximately 80% of the Company’s current clients come from the Kansas City area, this is the first area targeted for expansion.
The Company hopes this expansion will result in large revenue gains over the next three years. As each new location becomes self-sufficient, revenues will grow proportionately. In order to ensure each location is self-sufficient as quickly as possible, the Company will implement an expansion plan company wide, including the following practices:
Results of Operations for the Years Ended December 31, 2015 and 2014
Critical Accounting Policies and Estimates
Use of estimatesEstimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make 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 and the reported amounts of revenues and expenses during the reporting period. Accordingly, actual results could differ from those estimates. Such estimates include management’s assessments of the carrying value of certain assets, useful lives of assets, and related depreciation and amortization methods applied.
Revenue Recognition
The Company recognizes revenue when it is realized or realizableapplied, and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. In addition, the Company records allowances for accounts receivable that are estimated to not be collected.
Principles of Consolidation
The accompanying consolidated financial statements include all of the accounts of the Company and its wholly-owned subsidiary ADM Enterprises, LLC. All intercompany balances and transactions have been eliminated.
Property and Equipment
Property and equipment 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 of three (3) years for equipment, (5) years for automobile, and (7) years for furniture and fixtures. Upon 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 statements of operations.
Quantitative and Qualitative Disclosures About Market Risk
We conduct all of our transactions, including those with foreign suppliers and customers, in U.S. dollars. We are therefore not directly subject to the risks of foreign currency fluctuations and do not hedge or otherwise deal in currency instruments in an attempt to minimize such risks. Demand from foreign customers and the ability or willingness of foreign suppliers to perform their obligations to us may be affected by the relative change in value of such customer or supplier’s domestic currency to the value of the U.S. dollar. Furthermore, changes in the relative value of the U.S. dollar may change the price of our products relative to the prices of our foreign competitors.
Stock-Based Compensation
We recognize compensation cost for stock-based awards based on the estimated fair value of the award on date of grant. We measure compensation cost at the grant date based on the fair value of the common stock used in stock-based compensation and derivative valuations.
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Fair Value of Financial Instruments and Fair Value Measurements
The Company measures their financial assets and liabilities in accordance with generally accepted accounting principles. For certain of our financial instruments, including cash, accounts payable, accrued expenses escrow liability and short-term loans the carrying amounts approximate fair value due to their short maturities.
We have adopted accounting guidance for financial and non-financial assets and liabilities. The adoption did not have a material impact on our results of operations, financial position or liquidity. 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.
Revenue Recognition
The Company accounts for its revenue recognition under Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers. Under this standard, the Company recognizes revenue when a customer obtains control of promised services or goods in an amount that reflects the consideration to which the Company expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer contracts.
In general, the Company applies the following steps when recognizing revenue from contracts with customers: (i) identify the contract, (ii) identify the performance obligations, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations and (v) recognize revenue when a performance obligation is satisfied.
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 guest. 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 fulfillment activities and are included in net sales with the corresponding costs recorded in cost of sales.
Stock-Based Compensation
The Company accounts for stock-based instruments issued to employees in accordance with ASC Topic 718. ASC Topic 718 requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees. The Company accounts for non-employee share-based awards in accordance with ASC Topic 505-50. The value of the portion of an award and recognize compensation cost uponthat is ultimately expected to vest is recognized as an expense over the probable attainmentrequisite service periods using the straight-line attribution method. The Company estimates the fair value of a specified performance condition or over a service period.each stock option at the grant date by using the Black-Scholes option-pricing model. The Company estimates the fair value of each stock option at the grant date by using the Black-Scholes option-pricing model.
Recently Issued Accounting Pronouncements
We have decided to take advantage of the exemptions provided to emerging growth companies under the JOBS Act and as a result our financial statements may not be comparable to companies that comply with public company effective dates. We may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, delay compliance with new or revised accounting standards that have different effective dates for public and private companies until they are made applicable to private companies.
Company management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.
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Off-Balance Sheet Transactions
We currently have no off-balance sheet arrangements that haveare susceptible to general economic conditions, natural catastrophic events and public health crises, and a potential downturn in advertising and marketing spending by advertisers could adversely affect our operating results in the near future.
Our business is subject to the impact of natural catastrophic events, such as earthquakes, or floods, public health crisis, such as disease outbreaks, epidemics, or pandemics, and all these could result in a decrease or sharp downturn of economies, including our markets and business locations in the current and future periods. 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 reasonablyhighly 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 haveresult in a current or futurepotential material effectadverse impact on our financial condition, changes in financial condition, revenues or expenses,business, results of operations liquidity, capital expendituresand financial condition. Wider-spread COVID-19 globally could prolong the deterioration in economic conditions and could cause decreases in or capital resources.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.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.As the Company is a “smaller reporting company,” this item is inapplicable.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements required by Item 8 are presented in the following order:
12 |
TABLE OF CONTENTS
13 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and
Board of Directors and
Stockholders of ADM Endeavors, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheetsheets of ADM Endeavors, Inc., (the “Company”) as of December 31, 2015,2022 and 20142021, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the two years ended. in the two-year period ended December 31, 2022, and the related notes (collectively referred to as the financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on thesethe Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our auditaudits in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included considerationAs part of our audits, we are required to obtain an understanding of internal control over financial reporting, as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supportingregarding the amounts and disclosures in the financial statements, assessingstatements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement presentation.statements. We believe that our auditaudits provide a reasonable basis for our opinion.
In our opinion,Critical Audit Matters
Critical audit matters arising from the current period audit of the financial statements referredthat were communicated or required to above present fairly, in allbe communicated to the audit committee and that (1) relate to accounts or disclosures that are material respects, the financial position of ADM Endeavors, Inc., as of December 31, 2015, and 2014 and results of its operations and its cash flows for each of the two years ended, in conformity with accounting principles generally accepted in the United States of America.
As further described in Note 3 to these financial statements, the financial statements forand (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.
/s/ PWR CPA, LLP | |
Houston, Texas | |
PCAOB #6686 | |
We have served as the Company’s auditor since 2020 | |
Houston, Texas | |
March 29, 2023 |
14 |
ADM Endeavors, Inc. and Subsidiaries
Consolidated Balance Sheets
December 31, | December 31, | |||||||
2022 | 2021 | |||||||
ASSETS | ||||||||
Current assets | ||||||||
Cash | $ | 234,235 | $ | 418,413 | ||||
Accounts receivable, net | 358,376 | 711,178 | ||||||
Other receivable, related party | 28,446 | 38,516 | ||||||
Inventory | 168,082 | 139,111 | ||||||
Prepaid expenses and other current assets | 41,366 | 38,854 | ||||||
Total current assets | 830,505 | 1,346,072 | ||||||
Noncurrent assets | ||||||||
Property and equipment, net | 2,830,308 | 1,376,356 | ||||||
Right of use asset - operating lease | 50,664 | - | ||||||
Goodwill | 688,778 | 688,778 | ||||||
Total assets | $ | 4,400,255 | $ | 3,411,206 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
Current liabilities | ||||||||
Accounts payable | $ | 72,291 | $ | 20,872 | ||||
Accrued expenses | 316,349 | 350,645 | ||||||
Income tax payable | 5,859 | 114,929 | ||||||
Current portion of right of use liability - operating lease | 33,682 | - | ||||||
Current portion of notes payable -secured | - | 225,837 | ||||||
Convertible notes payable | 106,092 | 106,092 | ||||||
Derivative liabilities | 307,973 | 218,017 | ||||||
Total current liabilities | 842,246 | 1,036,392 | ||||||
Noncurrent liabilities | ||||||||
Right of use liability - operating lease, net current portion | 16,982 | - | ||||||
Deferred tax liability | 26,460 | - | ||||||
Notes payable - secured, net of discount | 1,075,957 | 85,956 | ||||||
Total noncurrent liabilities | 1,119,399 | 85,956 | ||||||
Total liabilities | 1,961,645 | 1,122,348 | ||||||
Commitments and contingencies | - | - | ||||||
Stockholders’ equity | ||||||||
Preferred stock, $ | par value, shares authorized, shares outstanding as of December 31, 2022 and 20212,000 | 2,000 | ||||||
Common stock, $ | par value, shares authorized, shares issued and outstanding at December 31, 2022 and 2021153,652 | 153,652 | ||||||
Additional paid-in capital | 1,317,747 | 1,317,747 | ||||||
Retained earnings | 965,211 | 815,459 | ||||||
Total stockholders’ equity | 2,438,610 | 2,288,858 | ||||||
Total liabilities and stockholders’ equity | $ | 4,400,255 | $ | 3,411,206 |
See accompanying notes to consolidated financial statements.
15 |
ADM Endeavors, Inc. and Subsidiaries
Consolidated Statements of Operations
For the year endedYears Ended December 31, 2014, have been restated.2022 and 2021
2022 | 2021 | |||||||
Revenue | ||||||||
School uniform sales | $ | 1,282,488 | $ | 1,417,691 | ||||
Promotional sales | 4,342,012 | 5,139,173 | ||||||
Total revenue | 5,624,500 | 6,556,864 | ||||||
Operating expenses | ||||||||
Direct costs of revenue | 3,782,280 | 3,990,161 | ||||||
General and administrative | 1,429,833 | 1,641,648 | ||||||
Marketing and selling | 59,343 | 209,979 | ||||||
Total operating expenses | 5,271,456 | 5,841,788 | ||||||
Operating income | 353,044 | 715,076 | ||||||
Other income (expense) | ||||||||
Gain (loss) on change in fair value of derivative liabilities | (89,956 | ) | 4,695 | |||||
Gain on forgiveness of debt | - | 169,495 | ||||||
Other income | 20,540 | 11,790 | ||||||
Interest expense | (63,681 | ) | (16,634 | ) | ||||
Total other income (expense) | (133,097 | ) | 169,346 | |||||
Income before tax provision | 219,947 | 884,422 | ||||||
Provision for income taxes | 70,195 | 147,074 | ||||||
Net income | $ | 149,752 | $ | 737,348 | ||||
Net income per share - basic | $ | 0.00 | $ | 0.00 | ||||
Net income per share - diluted | $ | 0.00 | $ | 0.00 | ||||
Weighted average number of shares outstanding | ||||||||
basic | 153,652,143 | 162,965,330 | ||||||
diluted | 180,489,436 | 187,159,795 |
See accompanying notes to consolidated financial statements.
16 |
The accompanying consolidated financials have been prepared assuming
ADM Endeavors, Inc. and Subsidiaries
Consolidated Statements of Shareholders’ Equity
For the Company will continue as a going concern. As ofYears Ended December 31, 2015, the Company had accumulated losses of $14,472,501, has generated limited profit,2022 and may experiences losses in the near term. These factors and the need for additional financing in order for the Company2021
Shares | Amount | Shares | Amount | Capital | Earnings | Total | ||||||||||||||||||||||
Additional | ||||||||||||||||||||||||||||
Preferred Stock | Common Stock | Paid In | Retained | |||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Capital | Earnings | Total | ||||||||||||||||||||||
Balance at December 31, 2020 | 2,000,000 | $ | 2,000 | 163,652,143 | $ | 163,652 | $ | 1,307,747 | $ | 78,111 | $ | 1,551,510 | ||||||||||||||||
Common stock returned by officer | - | - | (10,000,000 | ) | (10,000 | ) | 10,000 | - | - | |||||||||||||||||||
Net income | - | - | - | - | - | 737,348 | 737,348 | |||||||||||||||||||||
Balance at December 31, 2021 | 2,000,000 | 2,000 | 153,652,143 | 153,652 | 1,317,747 | 815,459 | 2,288,858 | |||||||||||||||||||||
Net income | - | - | - | - | - | 149,752 | 149,752 | |||||||||||||||||||||
Balance at December 31, 2022 | 2,000,000 | $ | 2,000 | 153,652,143 | $ | 153,652 | $ | 1,317,747 | $ | 965,211 | $ | 2,438,610 |
See accompanying notes to meet its business plan, raise substantial doubt about its ability to continue as a going concern. Management’s plan to continue as a going concern is also described in Note 2. Theconsolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.statements.
/s/ Soles, Heyn & Company, LLP
Soles, Heyn & Company, LLP
West Palm Beach, Florida
January 18, 2016
17 |
ADM ENDEAVORS, INC.Endeavors, Inc. and Subsidiaries
CONSOLIDATED BALANCE SHEETSConsolidated Statements of Cash Flows
December 31, 2015 | December 31, 2014 | |||||||
(restated) | ||||||||
ASSETS | ||||||||
Current assets | ||||||||
Cash | $ | 46,002 | $ | 11,009 | ||||
Accounts receivable | 40,009 | - | ||||||
Total current assets | 86,011 | 11,009 | ||||||
Property and equipment, net | 20,844 | 28,769 | ||||||
Total Assets | $ | 106,625 | $ | 39,778 | ||||
LIABILITIES | ||||||||
Current liabilities | ||||||||
Accounts payable | $ | 26,526 | $ | 36,012 | ||||
Accrued expense | 116,579 | 126,198 | ||||||
Due related party | 31,203 | - | ||||||
Current portion of note payable | 4,066 | 3,899 | ||||||
Total current liabilities | 178,374 | 166,109 | ||||||
Note payable, net of current portion | 19,253 | 23,305 | ||||||
Total Liabilities | $ | 197,627 | $ | 189,414 | ||||
Commitments and Contingencies | ||||||||
STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
Common stock; par value $0.001 | ||||||||
Authorized: 800,000,000 shares | ||||||||
Issued and outstanding: 124,467,916 and 121,317,920, respectively | 124,468 | 121,318 | ||||||
Additional paid-in capital | 14,257,261 | 13,472,912 | ||||||
Accumulated deficit | (14,472,501 | ) | (13,743,866 | ) | ||||
Total Stockholders’ Deficit | (90,772 | ) | (149,636 | ) | ||||
Total Liabilities and Stockholders’ Deficit | $ | 106,855 | $ | 39,778 |
For the Years Ended December 31, 2022 and 2021
The
2022 | 2021 | |||||||
Cash flows from operating activities: | ||||||||
Net income | $ | 149,752 | $ | 737,348 | ||||
Adjustments to reconcile net income to net cash provided by continuing operations: | ||||||||
Depreciation and amortization | 40,319 | 59,283 | ||||||
Bad debt expense | 2,601 | 2,171 | ||||||
Amortization of right of use asset - operating lease | 5,436 | |||||||
Change in derivative liability | 89,956 | (4,695 | ) | |||||
Gain on forgiveness of debt | - | (169,495 | ) | |||||
Changes in operating assets and liabilities: | ||||||||
Accounts receivable | 350,201 | (647,044 | ) | |||||
Accounts receivable, related party | - | 110,050 | ||||||
Other receivable, related party | 10,070 | (38,516 | ) | |||||
Inventory | (28,971 | ) | 68,465 | |||||
Prepaid expenses and other assets | (2,512 | ) | 72,321 | |||||
Accounts payable | 51,419 | 16,006 | ||||||
Accrued expenses | (34,296 | ) | 177,722 | |||||
Income tax payable | (109,070 | ) | 114,929 | |||||
Deferred tax liability | 26,460 | - | ||||||
Right of use operating lease liability | (5,436 | ) | - | |||||
Net cash provided by operating activities | 545,929 | 498,545 | ||||||
Cash flows used in investing activities | ||||||||
Purchase of property and equipment | (639,726 | ) | (143,086 | ) | ||||
Net cash used in investing activities | (639,726 | ) | (143,086 | ) | ||||
Cash flows used in financing activities: | ||||||||
Repayments on notes payable | (204,446 | ) | (214,410 | ) | ||||
Proceeds from notes payable | 114,065 | - | ||||||
Net cash used in financing activities | (90,381 | ) | (214,410 | ) | ||||
Net change in cash | (184,178 | ) | 141,049 | |||||
Cash at beginning of period | 418,413 | 277,364 | ||||||
Cash at end of period | $ | 234,235 | $ | 418,413 | ||||
Supplemental disclosure of cash flow information: | ||||||||
Cash paid for interest | $ | 37,952 | $ | 16,590 | ||||
Cash paid for taxes | $ | - | $ | - | ||||
Non-cash investing and financing activities: | ||||||||
Note payable issued for property and equipment | $ | 852,820 | $ | 172,000 | ||||
Capitalization of ROU asset and liability - operating | $ | 56,100 | $ | - | ||||
Capitalized loan costs | $ | 1,725 | $ | - |
See accompanying notes are an integral part of these auditedto consolidated financial statements.
ADM ENDEAVORS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
For the year ended December 31, 2015 | For the year ended December 31, 2014 | |||||||
(Restated) | ||||||||
Revenues | $ | 437,896 | $ | 210,633 | ||||
Cost of revenues | 145,236 | 67,495 | ||||||
Gross Margin | 292,660 | 143,138 | ||||||
Operating Expenses | ||||||||
General and administrative | 110,878 | 72,856 | ||||||
Consulting expense | 787,500 | 890,730 | ||||||
Officer compensation | 88,035 | 86,439 | ||||||
Travel | 31,469 | 20,502 | ||||||
Total Operating Expenses | 1,017,882 | 1,070,527 | ||||||
Operating loss | (725,222 | ) | (927,389 | ) | ||||
Other Expense | ||||||||
Interest expense | 3,413 | 889 | ||||||
Total Other Expense | 3,413 | 889 | ||||||
Income Tax Provision | - | - | ||||||
Net loss | $ | (728,635 | ) | $ | (928,278 | ) | ||
Loss per share, basic and diluted | $ | (0.01 | ) | (0.01 | ) | |||
Weighted Average Shares Outstanding | 122,597,924 | 119,879,796 |
The accompanying notes are an integral part of these audited financial statements.
ADM ENDEAVORS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOW
For the Years Ended December 31, | ||||||||
2015 | 2014 | |||||||
(Restated) | ||||||||
CASH FLOW FROM OPERATING ACTIVITES: | ||||||||
Net loss for the Period | $ | (728,635 | ) | $ | (928,278 | ) | ||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||||||
Common stock issued and issuable for services | 787,500 | 880,730 | ||||||
Depreciation | 7,925 | 9,324 | ||||||
Change in Operating Assets & Liabilities: | ||||||||
(Increase) in accounts receivable | (40,009 | ) | - | |||||
Increase (Decrease) in Accounts Payable | (9,487 | ) | 10,000 | |||||
Increase (Decrease) in Accrued Expenses | (9,619 | ) | 8,175 | |||||
Net Cash Provided by (Used in) Operating Activities | 7,675 | (20,049 | ) | |||||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
Purchase of equipment | - | (5,010 | ) | |||||
Net Cash Used in Investing Activities | - | (5,010 | ) | |||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
Payments on note payable | (3,885 | ) | (2,811 | ) | ||||
Proceeds from Shareholder Loan | 31,203 | - | ||||||
Net Cash Provided by (Used in) Financing Activities | 27,318 | (2,811 | ) | |||||
Net Increase (Decrease) in Cash | 34,993 | (27,870 | ) | |||||
Cash at Beginning of Year | 11,009 | 38,879 | ||||||
Cash at End of Year | $ | 46,002 | $ | 11,009 | ||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||||||
Cash paid during the year for: | ||||||||
Interest | $ | 3,413 | $ | 889 | ||||
Franchise and Income Taxes | $ | - | $ | - | ||||
Non-Cash Investing and Financing Transactions | ||||||||
Note Payable Incurred to Purchase Equipment | $ | - | $ | 30,015 |
The accompanying notes are an integral part of these audited financial statements.
ADM ENDEAVORS, INC.
STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
Common Shares | Common Stock | Additional Paid In Capital | Accumulated Deficit | Total | ||||||||||||||||
Balance December 31, 2013 | 117,795,000 | $ | 117,795 | $ | 12,595,705 | $ | (12,815,588 | ) | $ | (102,088 | ) | |||||||||
Stock to be issued for Services | 3,522,920 | 3,523 | 877,207 | - | 880,730 | |||||||||||||||
Net loss for the year ended (Restated) | - | - | - | (928,278 | ) | (928,278 | ) | |||||||||||||
Balance December 31, 2014 | 121,317,920 | 121,318 | 13,472,912 | (13,743,866 | ) | (149,636 | ) | |||||||||||||
Stock issued for services | 1,852,080 | 1,852 | 461,168 | - | 463,020 | |||||||||||||||
Stock to be issued for services | 1,297,916 | 1,298 | 323,181 | - | 324,479 | |||||||||||||||
Net loss for the year ended | - | - | - | (728,635 | ) | (728,635 | ) | |||||||||||||
Balance December 31, 2015 | 124,467,916 | $ | 124,468 | $ | 14,257,261 | $ | (14,472,501 | ) | $ | (90,772 | ) |
18 |
ADM ENDEAVORS, INC.Endeavors, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTSNotes to the Consolidated Financial Statements
December 31, 2022
NOTE 1 - – ORGANIZATION AND DESCRIPTION OF BUSINESS
The Company began operations in 1988, under the ownership and control of Ardell Mees, who provided installation services to grocery decor design companies. On January 4, 2001, the Companywe 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 newly issued shares of our common stock. As a result, ADM Enterprises LLC 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 LLC on July 1, 2008. AllADM 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 shares at a par value of $ per share and preferred stock increased to shares at a par value of $ 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 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 are those solelyin North Dakota, specifically, ADM Enterprises (the “Disposed Company”). The Company made a settlement with Ardell Mees to provide him with the assets of the Company’s wholly owned subsidiary ADM Enterprises, LLC.Disposed Company and in exchange, Mr. Mees assumed 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.
NOTE 2 -SUMMARY– SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The accompanying consolidated financial statements include all of the accounts of the Company and its wholly-ownedwholly owned subsidiary ADM Enterprises, LLC.JRP, at December 31, 2022. All significant intercompany balances and transactions have been eliminated.
Going Concern
The Company has generated limited revenues and may continue to experience losses in the near term. We continue to be dependent on sales of our equity securities and debt financing to meet our cash requirements for the future proposed expansion of operations. The Company needs to maintain a steady operating structure, ensuring that expenses are contained such that profits are consistently achieved. In order to expand the Company’s business, the Company would likely require additional financing. Management of the Company must continually develop and refine its strategies and goals in order to execute the business plan of the Company on a broad scale and expand the business.
Failure to raise adequate capital and generate adequate revenues could result in the Company having to curtail or cease operations. The Company’s ability to raise additional capital through the future issuances of the common stock or debt is unknown. Additionally, even if the Company does raise sufficient capital to support its operating expenses and generate adequate revenues, there can be no assurances that the revenue will be sufficient to enable it to develop to a level where it will generate profits and cash flows from operations. These matters raise substantial doubt about the Company’s ability to continue as a going concern; however, the accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classifications of the liabilities that might be necessary should the Company be unable to continue as a going concern.
Use of estimatesEstimates
The preparation of the consolidated financial statements in conformityaccordance with generally accepted accounting principlesU.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 atas of the date of the financial statementsConsolidated Financial Statements and the reported amounts of revenuesrevenue and expenses during the reporting period. Accordingly, actualreported 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. SuchSignificant estimates include management’s assessmentsare related to allowance for doubtful accounts, derivative liability and deferred tax valuations.
19 |
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 carrying valueaward 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 certain assets, useful lives of assets, and related depreciation methods applied.awards expected to vest.
Cash equivalentsEquivalents
The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. At December 31, 20152022 and December 31, 2014,2021, the Company had no cash equivalents.
FairAllowance 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 no allowance at December 31, 2022 and 2021. The Company had bad debt expense of $2,601 and $2,171 for the years ended December 31, 2022 and 2021, respectively.
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 $168,082 and $139,111 as of December 31, 2022 and 2021, respectively.
Four vendors accounted for approximately 73.6% and three vendors accounted for 71.5% of inventory purchases during the years ended December 31, 2022 and 2021, respectively. These same vendors made up 16% and %0 of our accounts payable as of December 31, 2022 and 2021, 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.
20 |
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 Fair Value Topic defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. It requires that valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs. It also establishes a fair value hierarchy, which prioritizes the valuation inputs into three broad levels.
The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
A) Market approach—Uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. Prices may be indicated by pricing guides, sale transactions, market trades, or other sources;
B) Cost approach—Based on the amount that currently would be required to replace the service capacity of an asset (replacement cost); and
C) Income approach—Uses valuation techniques to convert future amounts to a single present amount based on current market expectations about the future amounts (includes present value techniques, and option-pricing models). Net present value is an income approach where a stream of expected cash flows is discounted at an appropriate market interest rate.
Level 1: Quoted market prices available in active markets for identicalCompany had no assets or liabilities as of the reporting date. An active market for an asset or liability is a market in which transactions for the asset or liability occur with significant frequency and volume to provide pricing information on an ongoing basis.
Level 2: Observable inputs other than Level 1 inputs. Example of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
Level 3: Unobservable inputs based on the Company’s assessment of the assumptions that are market participants would use in pricing the asset or liability.
The carrying amount of the Company’s financial assets and liabilities, such as cash, accounts receivable, prepaid consulting expense, accounts payable, and note payable approximate their fair value because of the short maturity of those instruments. The Company’s note payable approximate the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements at December 31, 2015 and December 31, 2014.
The Company had no assets and/orderivative liabilities measured at fair value on a recurring basis at December 31, 20152022 and December 31, 2014.2021.
Property and EquipmentFixed Assets
Property and equipmentFixed 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 of three (3) years for equipment, (5) years for automobile, and (7) years for furniture and fixtures.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.
SCHEDULE OF ESTIMATED USEFUL LIVE
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 charges were recorded in fiscal 2021 or 2022 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 assetsLong-lived Assets
The Company follows paragraph 360-10-05-4 of the FASB Accounting Standards CodificationASC 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.
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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 December 31, 20152022 and December 31, 2014.2021.
Revenue recognitionRecognition
The Company accounts for its revenue recognition under Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers. Under this standard, the Company recognizes revenue when it is realizeda customer obtains control of promised services or realizable and earned. Thegoods in an amount that reflects the consideration to which the Company considers revenue realizedexpects to receive in exchange for those goods or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer contracts.
In general, the Company records allowancesapplies the following steps when recognizing revenue from contracts with customers: (i) identify the contract, (ii) identify the performance obligations, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations and (v) recognize revenue when a performance obligation is satisfied.
We recognize revenue for accounts receivable thatmerchandise sales, net of expected returns and sales tax, at the time of in-store purchase or delivery of the product to our guest, which is our only performance obligation. 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 estimatedtypically satisfied within one week. Shipping and handling fees charged to not be collectible.guests relate to fulfillment activities and are included in net sales with the corresponding costs recorded in cost of sales. The balance of receivables from customers as of January 1, 2021 was $66,305.
Stock-Based CompensationCost 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 fulfillment centers.
The Company measures the compensation costs of share-based compensation arrangements based on the grant-date fair valuecomputes basic and recognize the costs in the financial statements over the period during which employees are requireddiluted income per share amounts pursuant to provide services. Share-based compensation arrangements include stock options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. As such, compensation cost is measured on the date of grant at their fair value. Such compensation amounts, if any, are amortized over the respective vesting periodssection 260-10-45 of the option grant.
Equity instruments (“instruments”) issued to other than employees are recorded on the basis of the fair value of the instruments at the measurement date. The measured value related to the instruments is recognized over a performance period based on the facts and circumstances of each particular grant.
NetFASB Accounting Standards Codification. Basic income (loss) per share
Basic earnings per share is computed by dividing net income (loss) available to common shareholders, by the weighted average number of shares of common stock outstanding (including shares to be issued) during the period, excluding the effects of any potentially dilutive securities. Diluted earningsincome per share is computed by dividing net income (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.
There were potentially noThe dilutive shareseffect of outstanding atconvertible securities and preferred stock is reflected in diluted earnings per share by application of the if-converted method.
SCHEDULE OF EARNINGS PER SHARE BASIC AND DILUTED
For the Years Ended | ||||||||
December 31, | ||||||||
2022 | 2021 | |||||||
Basic earnings per common share | ||||||||
Numerator: | ||||||||
Net income available to common shareholders | $ | 149,752 | $ | 737,348 | ||||
Denominator: | ||||||||
Weighted average common shares outstanding | 153,652,143 | 162,965,330 | ||||||
Basic earnings per common share | $ | 0.00 | $ | 0.00 | ||||
Diluted earnings per common share | ||||||||
Numerator: | ||||||||
Net income available to common shareholders | $ | 149,752 | $ | 737,348 | ||||
Add convertible debt interest | 80,949 | 53,045 | ||||||
Net income available to common shareholders | $ | 230,701 | $ | 790,393 | ||||
Denominator: | ||||||||
Weighted average common shares outstanding | 153,652,143 | 162,965,330 | ||||||
Preferred shares | 20,000,000 | 20,000,000 | ||||||
Convertible debt | 6,837,293 | 4,194,465 | ||||||
Adjusted weighted average common shares outstanding | 180,489,436 | 187,159,795 | ||||||
Diluted earnings per common share | $ | 0.00 | $ | 0.00 |
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Recently issued accounting pronouncements
Income Taxes
The Company managementaccounts 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 December 31, 2022 and 2021. 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 years ended December 31, 2022 and 2021.
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 December 31, 2022 and 2021.
Recent Accounting Pronouncements
The Company does not believe that any other recently issued effective pronouncements, or pronouncements issued but not yet effective, accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.
NOTE 3 – RESTATEMENTCOMMITMENTS 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.
Franchise Agreement
The Company has a franchise agreement effective February 19, 2014 expiring in February 2024, with a right to renew for an additional five 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.
On or about September 15, 2016,During the Company determined that the Company’s consolidated financial statements for the fiscal yearyears ended December 31, 2014 should no longer be relied upon since there were accrued expenses that were not recorded in2022 and 2021, the proper period.
The effects of the restatement on the Company’s consolidated financial statements as of,Company paid $70,375 and $69,460 for the franchise agreement.
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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 for each school year. The agreement is for each school year ending through May 31, 2021.
During the years ended December 31, 2014, are following:2022 and 2021, the Company paid $28,856 and $4,460 for the uniform supply agreement, respectively.
Balance Sheet | ||||||||||||
As Previously | Effect of | As | ||||||||||
Reported | Restatement | Restated | ||||||||||
Accrued expenses | $ | 10,000 | $ | 26,012 | $ | 36,012 | ||||||
Accumulated (Deficit) | $ | (12,837,124 | ) | $ | (906,743 | ) | $ | (13,743,866 | ) |
Consolidated Statement of Operations | ||||||||||||
As Previously | Effect of | As | ||||||||||
Reported | Restatement | Restated | ||||||||||
Consulting Expense | $ | 10,000 | $ | 880,730 | $ | 890,730 | ||||||
General and Administrative | $ | 46,844 | $ | 26,012 | $ | 72,856 | ||||||
Net loss | $ | (21,536 | ) | $ | (906,742 | ) | $ | (928,278 | ) | |||
Net loss per share – basic and diluted | $ | (0.00 | ) | $ | (0.01 | ) | $ | (0.01 | ) |
Consolidated Statement of Shareholders’ Equity | ||||||||||||
As Previously | Effect of | As | ||||||||||
Reported | Restatement | Restated | ||||||||||
Accumulated (Deficit) | $ | (12,837,124 | ) | $ | (906,742 | ) | $ | (13,743,866 | ) |
Consolidated Statement of Cash Flows | ||||||||||||
As Previously | Effect of | As | ||||||||||
Reported | Restatement | Restated | ||||||||||
Operating activities | ||||||||||||
Net loss | $ | (21,536 | ) | $ | (906,742 | ) | $ | (928,278 | ) | |||
Accrued expenses | $ | (17,837 | ) | $ | 26,012 | $ | 8,175 |
NOTE 4 – PROPERTY AND EQUIPMENT
Fixed assets are stated at cost, less accumulated depreciation for continuing operations at December 31, 20152022 and December 31, 2014,2021 consisted of the following:
SCHEDULE OF PROPERTY AND EQUIPMENT
December 31, 2015 | December 31, 2014 | |||||||
Equipment | $ | 5,732 | $ | 14,825 | ||||
Trucks | 35,000 | 89,125 | ||||||
Less: Accumulated Depreciation | (19,888 | ) | (75,181 | ) | ||||
Property and Equipment, net | $ | 20,844 | $ | 28,769 |
December 31, 2022 | December 31, 2021 | |||||||
Land | $ | 970,455 | $ | 970,455 | ||||
Equipment | 485,958 | 368,868 | ||||||
Autos and trucks | 95,246 | 72,898 | ||||||
Construction in process | 1,413,531 | 58,698 | ||||||
Land and building – rental property | 256,387 | 256,388 | ||||||
Less: accumulated depreciation | (391,270 | ) | (350,951 | ) | ||||
Property and equipment, net | $ | 2,830,308 | $ | 1,376,356 |
Depreciation expense
Depreciation expense for continuing operations for the years ended December 31, 2022 and 2021 was $40,319 and $59,283, respectively.
NOTE 5 – CONVERTIBLE NOTE PAYABLE AND NOTES PAYABLE
Convertible Note Payable
On April 1, 2018, the Company assumed a convertible promissory note in connection with the reverse acquisition. 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 maturity of the note is March 5, 2023. On March 5, 2023, the note was extended to September 5, 2023.
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 or 35% of an estimated fair value if not traded.
The note balance was $106,092 as of December 31, 2022 and 2021.
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 following table presents information about the Company’s liabilities measured at fair value on a recurring basis and the Company’s estimated level within the fair value hierarchy of those assets and liabilities as of December 31, 2022 and 2021:
SCHEDULE OF FAIR VALUE LIABILITIES MEASURED ON RECURRING BASIS
Fair value at | ||||||||||||||||
Level 1 | Level 2 | Level 3 | December 31, 2022 | |||||||||||||
Liabilities: | ||||||||||||||||
Derivative liabilities | $ | - | $ | - | $ | 307,973 | $ | 307,973 |
Fair value at | ||||||||||||||||
Level 1 | Level 2 | Level 3 | December 31, 2021 | |||||||||||||
Liabilities: | ||||||||||||||||
Derivative liabilities | $ | - | $ | - | $ | 218,017 | $ | 218,017 |
As of December 31, 2022 and 2021, the derivative liability was calculated using the Black-Scholes method over the expected terms of the convertible debt and the following assumptions: volatility of 100%, exercise price of $ and $ , and risk-free rate of 4.76% and 0.05%, respectively. Included in Derivative Income (Loss) in the accompanying consolidated statements of operations is expense arising from the loss on change in fair value of the derivatives of $89,956 and a gain of $4,695 during the years ended December 31, 2022 and 2021, respectively.
The table below presents the change in the fair value of the derivative liability during the year ended December 31, 20152022 and 2014 was $7,925 and $9,324 respectively.2021:
NOTE 5 – NOTE PAYABLESCHEDULE OF DERIVATIVE LIABILITIES AT FAIR VALUE
Fair value at December 31, 2020 | $ | 222,712 | ||
Gain on change in fair value of derivative liabilities | (4,695 | ) | ||
Fair value at December 31, 2021 | 218,017 | |||
Loss on change in fair value of derivative liabilities | 89,956 | |||
Fair value at December 31, 2022 | $ | 307,973 |
Notes Payable
On March 3, 2014,October 16, 2020, the Company purchasedentered into a vehiclesecured promissory note in the amount of $372,000. The note is secured by the deed of trust on the property and bears interest at 5% and is due on October 16, 2021. In October 2021, the note was extended to use for projectsApril 16, 2022. During the year ended December 31, 2022, the note was repaid in full. As of December 31, 2022 and 2021, the secured loan balance was $0 and $212,706, respectively.
On August 3, 2021, the Company entered into a secured promissory note in the amount of $172,000. The note is secured by the deed of trust on the property and bears interest at 4.5% and is due on August 3, 2026. The monthly payments under the agreement are due in fifty nine installments of $1,094, with the remaining balance due at maturity. As of December 31, 2022 and 2021, the secured loan balance was $0 and $99,087, respectively.
On October 25, 2022, the Company entered into a secured promissory note in the amount up of $4,618,960. The note is secured by the deed of trust on the property and bears interest at 5.5% and is due on October 25, 2032. On October 25, 2027, the rate shall be adjusted to the daily rate reported in the Credit Markets section (or similar section) of The Wall Street Journal as the U.S. “Prime Rate” (“Index”), as announced from time to time, without notice to Maker, plus one percent (1.00%) (the sum being the “Adjusted Rate”); provided that require managementin no event shall the Rate or Adjusted Rate exceed the lesser of eighteen percent (18%) per annum or the maximum rate permitted under applicable law. Monthly payments of accrued and unpaid interest shall commence on November 25, 2022 and continue on the same date of each succeeding calendar month through and including April 25, 2024. Thereafter, monthly principal and interest (“Payments”) in the amount of $26,458.87, which is an amount necessary to work extended stays on location.amortize the stated principal balance. The Company paid $5,000recorded $94,072 of loan cost as a down paymentdebt discount and financed $30,015 with 4.122% APR. The loan calls for monthly paymentswill amortized over the life of $412 through March 2021.
Maturity requirements on long-term debt are as follows atthe note. During the year ended December 31, 2015:2022, the Company capitalized $1,725 of loan costs and $6,195 of interest related to this note. As of December 31, 2022, the loan balance was $1,075,957, net of $92,347 of debt discount.
As of December 31, 2022, the secured notes payable balance was $1,075,957, consisting of long term notes payable of $1,075,957 and current portion of notes payable of $0. As of December 31, 2021, the secured notes payable balance was $311,793, consisting of long term notes payable of $85,956 and current portion of notes payable of $225,837.
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Years-ended December 31, | ||||
2016 | $ | 4,080 | ||
2017 | 4,248 | |||
2018 | 4,423 | |||
2019 | 4,606 | |||
2020 | 4,796 | |||
2021 | 1,166 | |||
TOTAL | $ | 23,319 |
NOTE 6 – ACCRUED EXPENSES
The Company had total accrued expenses of $316,349 and $350,645 as of December 31, 2022 and 2021, respectively. See breakdown below of accrued expenses as follows:
SCHEDULE OF ACCRUED EXPENSES
December 31, 2022 | December 31, 2021 | |||||||
Credit cards payable | $ | 150,107 | $ | 197,234 | ||||
Accrued interest | 80,949 | 53,046 | ||||||
Other accrued expenses | 85,293 | 100,365 | ||||||
Total accrued expenses | $ | 316,349 | $ | 350,645 |
NOTE 67 – 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 has been provided office space by its chief executive officer, Ardell Mees, at no cost. Management has determined that such cost is nominalincurred lease expense, including equipment rental expense of $93,595 and did not recognize$117,962 to M & M for the rent expense in its financial statements. During the yearyears ended December 31, 2015, the Chief Executive Officer advanced2022 and 2021, respectively. As of December 31, 2021, an officer owed the Company $31,203.
Employment Agreement
On January 3, 2015, the Company executed a two-year employment agreement with Ardell D. Mees, the Company’s Chief Executive Officer and Chief Financial Officer.$9,201, which was recorded as other receivable, related party. As compensation for services, Mr. Mees isof December 31, 2021 there were $28,968 in advances to receive an annual base salary of $72,000.employees included in other receivables, related party.
NOTE 78 – STOCKHOLDERS’ EQUITY
Our Articles of Incorporation authorize the issuance of both $0.001with $ par valuevalues per share. There were 124,467,916 outstanding shares of common stock at December 31, 2022 and no2021. There were outstanding shares of Preferredpreferred stock atas of December 31, 2015.2022 and 2021, 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. shares of common stock and shares of preferred stock
CommonOn December 6, 2021, Marc Johnson, the Company’s CEO, agreed to return and cancel issued and shares to issued during the second quarter of 2015common stock. shares
NOTE 9 – CUSTOMER CONCENTRATION
Concentration of revenue
During the year ended December 31, 2014, the Company issued 3,522,920 shares to a consultant for services rendered to the Company during 20142022, one customer made up approximately 24% and 2013. The Company valued the shares at $0.25 per share totaling $880,730.
In May and June 2015, the Company issued 1,852,080 sharestwo customers made up 44% of common stock to three (3) consultants for services valued at $463,020 or $0.25 per share.
On May 30, 2015, the Company granted 2,225,000 common shares valued at $556,250 for services to be provided from June 1, 2015 through May 30, 2016. The Company incurred consulting expenserevenues during the year ended December 31, 2015 relating to this grant2021.
Concentration of $324,479.accounts receivable
NOTE 8 – INCOME TAXES
AtTwo customers accounted for 46% and 64% of accounts receivable as of December 31, 20152022 and 2014 respectively,2021, respectively.
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NOTE 10 – LEASE LIABILITY
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 had netaccounts 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.
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.
On October 28, 2022, the Company entered into an operating loss carryforwardslease that expires June 30, 2024. The operating lease result in the recognition of ROU asset and lease liability on the balance sheet. ROU asset and operating lease liability are recognized based on the present value of lease payments over the lease terms of the commencement date. Because the leases do not provide an explicit or implicit rate of return, the Company determines incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments on an individual lease basis. The incremental borrowing rate for a lease is the rate of interest the Company would have to pay on a collateralized basis to borrow an amount equal to the lease payments for the asset under similar term, which is 5.50%. The Company’s lease does not contain any material restrictive covenants. The lease has a remaining term of 1.5 years.
The following table provides the maturities of lease liabilities at December 31, 2022:
SCHEDULE OF MATURITIES OF LEASE LIABILITIES
Operating | ||||
Lease | ||||
Maturity of Lease Liability at December 31, 2022 | ||||
2023 | $ | 35,628 | ||
2024 | 17,814 | |||
Total future undiscounted lease payments | $ | 53,442 | ||
Less: Amounts representing interest | (2,778 | ) | ||
Present value of lease liabilities | $ | 50,664 |
NOTE 11 – INCOME TAXES
The components of income tax expense from continuing operations for the years ended December 31, 2022 and 2021 are as follows:
SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE FROM CONTINUING OPERATIONS
December 31, 2022 | December 31, 2021 | |||||||
Current | $ | 43,735 | $ | 147,074 | ||||
Deferred | 26,460 | - | ||||||
Total | $ | 70,195 | $ | 147,074 |
The Company’s tax expense differs from the “expected” tax expense for Federal income tax purposes of $77,663 and $120,026 available as offsets against future taxable income. The net operating loss carryforwards are expected to expire at various times from 2015 through 2036. Utilization of the Company’s net operating losses may be subject to substantial annual limitation if the Company experiences a 50% change in ownership, as provided(computed by the Internal Revenue Code and similar state provisions. Such an ownership change would substantially increase the possibility of net operating losses expiring before complete utilization.
The provision for income taxes is different than would result from applying the U.S. statutoryUnited States Federal tax rate of 21% to profitloss before taxes for the reasons set forth in the following reconciliation:fiscal year 2022 and 2021), as follows:
2015 | 2014 | |||||||
Tax benefit computed at U.S. Statutory rate | $ | (247,736 | ) | $ | (315,615 | ) | ||
Increase (decrease) in taxes resulting from: | ||||||||
Non-deductible items | 267,750 | 303,214 | ||||||
Change in valuation allowance | (22,151 | ) | 13,725 | |||||
State taxes | 2,137 | (1,324 | ) | |||||
Total | $ | - | $ | - |
SCHEDULE OF INCOME TAX PROVISIONS
December 31, 2022 | December 31, 2021 | |||||||
Tax expense at the statutory rate | $ | 46,000 | $ | 186,000 | ||||
Permanent differences | 19,000 | (36,000 | ) | |||||
Other | 5,000 | (11,000 | ) | |||||
Change in valuation allowance | - | 8,000 | ||||||
Total | $ | 70,000 | $ | 147,000 |
The tax effects of the primary temporary differences giving rise to the Company’sbetween reportable financial statement income and taxable income are recognized as deferred tax assets and liabilities are as follows for the year ended December 31, 2015 and 2104:presented below:
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES
2015 | 2014 | |||||||
Deferred tax assets/(liability) | ||||||||
Net operating loss carryforward | $ | 20,014 | $ | (12,401 | ) | |||
Accrued compensation | 2,137 | (1,324 | ) | |||||
Total deferred tax assets/(liability) | 22,151 | (13,725 | ) | |||||
Less valuation allowance | (22,151 | ) | 13,725 | |||||
Net deferred tax asset/liability | $ | - | $ | - |
December 31, 2022 | December 31, 2021 | |||||||
Deferred tax liabilities: | ||||||||
Depreciation of property and equipment | $ | 26,460 | $ | - | ||||
Total deferred tax liabilities | $ | 26,460 | $ | - |
Because of the Company’s lack of earnings history, the deferred tax assets have been fully offset by a valuation allowance. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during those periods that the temporary differences become deductible. The Company believes that the tax positions taken in its tax returns would be sustained upon examination by taxing authorities. The Company files income tax returns in the U.S. federal jurisdiction, and other required state jurisdictions. The Company’s periodic tax returns filed in 2012 and, thereafter, are subject to examination by taxing authorities under the normal statutes of limitations in the applicable jurisdictions.
NOTE 9 – CONCENTRATION OF CUSTOMER
For the year ended December 31, 2015 the Company has 5 customers which amounted to substantially all of its sales with one of the customers equaling 77.69%.
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For the year ended December 31, 2014 the Company has 3 customers which amounted to substantially all of its sales with one of the customers equaling 87.69%.
NOTE 10 – SUBSEQUENT EVENTS
Consulting agreement (Related Party)
On May 30, 2016, the Company renewed its annual consulting agreement with Cal Mees. The Consultant provides consulting services related to corporate development and expansion of the Company’s operations and related matters, including maintenance of books and records, quarterly and annual filings, and matters relating to public relations, including the preparation of news releases.
As consideration for the services to be provided by the Consultant pursuant to the provisions of this Agreement the Company is obligated to issue a total of 2,250,000 (two million two hundred fifty thousand) common shares of the Company’s stock and reimburse the Consultant for any and all expenses incurred related to the services performed pursuant to this Agreement.
On October 24, 2016, the Company issued 2,225,000 shares of common stock to the consultant for services provided under the May 2015 consulting agreement.
ITEM 9. CHANGES IN AND DISAGREEMENTDISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
On June 26, 2015, the Company opted to change accounting firms for purposes of independent auditing, and subsequently released Terry L. Johnson, CPA (“Johnson”) as its independent registered accounting firm. Johnson’s report on the financial statements for the year ended December 31, 2014 contained no adverse opinion or disclaimer of opinion and was not qualified or modified as to scope or accounting, except that the report contained an explanatory paragraph stating that there was substantial doubt about the Company’s ability to continue as a going concern.None.
Our Board of Directors participated in and approved the decision to change independent accountants. Through the period covered by the financial review of financial statements of the annual period ended December 31, 2014, there have been no disagreements with Johnson on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Johnson, would have caused them to make reference thereto in their report on the financial statements. Through the interim period through June 26, 2015 (the date of release of the former accountant), there were no disagreements with Johnson on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of Johnson would have caused them to make reference thereto in their report on the financial statements.
On June 26, 2015, the Company engaged Patrick D. Heyn, CPA, P.A. (“Heyn”), as its new independent registered public accountant. During the year ended December 31, 2014, and prior to June 26, 2015 (the date of the new engagement), the Company did not consult with Heyn regarding (i) the application of accounting principles to a specified transaction, (ii) the type of audit opinion that might be rendered on the Company’s financial statements by Heyn, in either case where written or oral advice provided by Heyn would be an important factor considered by us in reaching a decision as to any accounting, auditing or financial reporting issues or (iii) any other matter that was the subject of a disagreement between us and our former auditor or was a reportable event (as described in Items 304(a)(1)(iv) or Item 304(a)(1)(v) of Regulation S-K, respectively).
Effective January 1, 2017, the firm of Patrick D. Heyn, CPA, P.A. merged with the firm of Soles & Company, resulting in the new firm Soles, Heyn & Company, LLP. Our Board of Directors approved the decision to engage Soles, Heyn & Company, LLP as our independent registered public auditor.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintainAt the end of the period covered by this Annual Report on Form 10-K for the fiscal year ended December 31, 2022 an evaluation was carried out under the supervision of and with the participation of our management, our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operations of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act). Based on that are designed to ensureevaluation, the CEO and CFO concluded that materialas of the end of the period covered by this Annual Report, our disclosure controls and procedures were not effective in ensuring that: (i) information required to be disclosed by us in our periodic reports filedthat we file or submit to the SEC under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’sapplicable rules and forms and (ii) material information required to ensure that such informationbe disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our chief executive officerCEO and chief financial officer as appropriate,CFO, to allow for accurate and timely decisions regarding required disclosure. We carried out an evaluation, under
Changes to Internal Controls and Procedures over Financial Reporting
There were no changes in our internal controls over financial reporting that occurred during the supervision and with the participation of our management, including the principal executive officer and the principal financial officer (principal financial officer), of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13(a)-15(e) under the 1934 Act, as of the end of theannual period covered by this report. Based on this evaluation, because of the Company’s limited resources and limited number of employees, management concludedreport that have materially affected, or are reasonably likely to materially affect, our disclosure controls and procedures were not effective as of December 31, 2015.internal control over financial reporting.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is designed to provide reasonable assurancesassurance regarding the reliability of financial reporting and the preparation of the financial statements of the Companyfor external purposes in accordance with U.S. generally accepted accounting principles or GAAP. Because(“GAAP”). Management has assessed the effectiveness of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate.
With the participation of our Chief Executive Officer and Chief Financial Officer (principal financial officer), our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2015 based on the framework in Internal Control—Integrated Framework issuedcriteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO II”COSO”) in Internal Control-Integrated Framework. Based on our evaluation and theA material weaknesses described below, management concluded that the Company’s internal controls were not effective based on financial reportingweakness, as defined by SEC rules, is a control deficiency, or combination of December 31, 2015 based on the COSO framework criteria. Management has identified control deficiencies, regarding the lack of segregation of duties, tax compliance issues and the need for a stronger internal control environment. Management of the Company believessuch that these material weaknesses are due to the small size of the Company’s accounting staff and reliance on outside consultants for external reporting. The small size of the Company’s accounting staff may prevent adequate controls in the future, such as segregation of duties, due to the cost/benefit of such remediation.
To mitigate the current limited resources and limited employees, we rely heavily on direct management oversight of transactions, along with the use of legal and outside accounting consultants. As we grow, we expect to increase our number of employees, which will enable us to implement adequate segregation of duties within the internal control framework.
These control deficiencies could result in a misstatement of account balances that would result inthere is a reasonable possibility that a material misstatement to our consolidatedof the annual or interim financial statements maywill not be prevented or detected on a timely basis. Accordingly, we have determinedThe material weaknesses in internal control over financial reporting that were identified are:
a) The Company’s lack of independent directors, the Company intends to appoint additional independent directors;
b) 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 control deficiencies as described above together constitute a material weakness.transactions;
In light of this material weakness, we performed additional analysesc) Insufficient personnel resources within the accounting function to segregate the duties over financial transaction processing and reporting;
d) Insufficient written policies and procedures in order to conclude that our consolidatedover accounting transaction processing and period end financial statements fordisclosure and reporting processes.
As a result of the year endedexistence of these material weaknesses as of December 31, 2015 included in this Annual Report on Form 10-K were fairly stated in accordance with US GAAP. Accordingly,2022, management believeshas concluded that despite our material weaknesses, our consolidatedwe did not maintain effective internal control over financial statements for the year endedreporting as of December 31, 2015 are fairly stated,2022, based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in all material respects, in accordance with US GAAP.Internal Control-Integrated Framework.
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This Annual Reportannual report does not include an attestation report of ourthe Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to temporary rules of the Securities and Exchange CommissionSEC that permit usthe company to provide only management’s report in this Annual Report on Form 10-K.annual report.
Limitations on Effectiveness ofChanges to Internal Controls and Procedures over Financial Reporting
Our management, including our Chief Executive Officer and Chief Financial Officer (principal financial officer), does not expectWe intend that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls 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, but are not limited to, the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon 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. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
Changes in Internal Controls
During the year ended December 31, 2015, there have been no changes in our internal control over financial reporting that have materially affected or are reasonably likelywill be modified during our most recent year by adding additional advisors to materially affectaddress deficiencies in the financial closing, review and analysis process, which will improve our internal controlscontrol over financial reporting.
Management’s Remediation Plans
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 affect 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.
ItemITEM 9B. Other Information.OTHER INFORMATION
None.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The following table sets forth the names and ages of our current directors and executive officers. Also, the principal offices and positions with us held by each person and the date such person became our director, executive officer. Our executive officers are appointed by our Board of Directors. Our directors serve until the earlier occurrence of the election of his or her successor at the next meeting of stockholders, death, resignation or removal by the Board of Directors. There are no family relationships among our directors, executive officers, director nominees.
Name | Age | Position | ||
53 | Chief Executive Officer, Chief Financial Officer and | |||
Ardell D. Mees,Marc Johnson, CEO CFO, Directorand Chairman.. Mr. MeesJohnson earned a Business Administration Degree from Texas Christian University (TCU) in 1993. Mr. Johnson has been our Chief Executive Officer, Chief Financial Officer, Treasurer and Director since our inception. Mr. Mees originally founded our company’s original predecessor, ADM Enterprises, a Sole Proprietorship, in 1988. At all times, in the 25 year history of thispromotional products industry for over 35 years and started his first business in high school. Upon graduation from TCU, Mr. Johnson sold his first business to pursue a full-time career in the promotional products industry. Mr. Johnson excelled in sales and built his customer annual sales to over $1 million in his first three years. Mr. Johnson’s talents were noticed by a customer who convinced him to leave and start a new promotional products company with his customers’ financial backing. In 2010, Mr. Mees has maintainedJohnson bought out his financial backer and has been responsible for allstarted Just Right Products, Inc.
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Our directors are elected at the day-to-day operationsannual meeting of the Company. In 2006, our company redomiciled to the State of Nevada and changed our name to ADM Endeavors, Inc. Mr. Mees has specialized training as a decor installation contractor. He acts as Chief Installer on a majority of our installation projects. He is responsible for securing and maintaining relationshipsshareholders, with our contracted grocers, design firms and remodelers. Mr. Mees maintains the upkeep of the installation equipment and vehicles. Additionally Mr. Mees is responsible for transporting the company vehicles and utility trailers, with tools and parts, to and from job sites across the United States. He also maintains the Company vehicles, customer accounts, and handles all public relations with clients. In addition, Mr. Mees coordinates and oversees all onsite installations, and is responsible for the costing and bidding process. The attributes and experience Mr. Mees possesses makes him a valuable Director of the Company.
Tammera Mees, Secretary, Principal Accounting Officer, and Director. Tammera Mees has been the Company’s Secretary, Principal Accounting Officer and Director since its inception. Her duties for the last 23 years have included managing the Company’s finances which include but are not limited to; processing accounts receivable, accounts payable, project estimating, bidding and scheduling. Tammera Mees attended the University of North Dakota studying Business Management and has had 27 years of office management experience that gives her the necessary experience to keep the business well managed and coordinated. Tammera has worked onsite with Ardell on many projects since 1990 and understands the project requirements and timelines giving her an advantage of estimating the projects accordingly. Tammera’s vast knowledge and expertise in the interior design industry allows her to be a valuable officer and director of the Company.
Larry Aamold, Director. Larry Aamold was appointed to the Board of Director in June of 2013. Since 1989, Larry has worked as a self-employed construction contractor under the name Larry Aamold Construction. Larry’s experience ranges from framing houses to finish work and commercial construction. Since1989, Larry has subcontracted installation work through ADM and has worked on numerous projects for ADM since that time. Larry has first hand knowledge of the installation techniques and standards of ADM. He has successfully managed many of ADM’s projects with multiple crew members. Larry was brought ontovacancies filled by the Board of Directors, and serve until their successors are elected and qualified, or their earlier resignation or removal. Officers are appointed by the board of directors and serve at the discretion of the board of directors or until their earlier resignation or removal. Any action required can be taken at any annual or special meeting of stockholders of the corporation which may be taken without a meeting, without prior notice and without a vote, if consent of consents in writing setting forth the action so taken, shall be signed by the holders of the outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take advantagesuch action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office, its principle place of business, or an officer or agent of the corporation having custody of the book in which the proceedings of meetings are recorded.
Indemnification of Directors and Officers
Nevada Corporation Law allows for the indemnification of officers, directors, and any corporate agents in terms sufficiently broad to indemnify such persons under certain circumstances for liabilities, including reimbursement for expenses, incurred arising under the 1933 Act. The Bylaws of the Company provide that the Company will indemnify its directors and officers to the fullest extent authorized or permitted by law and such right to indemnification will continue as to a person who has ceased to be a director or officer of the Company and will inure to the benefit of his vast construction expertiseor her heirs, executors and knowledge asConsultants; provided, however, that, except for proceedings to enforce rights to indemnification, the company expands. LarryCompany will assistnot be obligated to indemnify any director or officer in managing and supervisation of additional construction crews in the Company’s planned expansion of operations.
Charmaine Matteis, Director. Charmaine Matteisconnection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was appointed toauthorized by the Board of Director’sDirectors. The right to indemnification conferred will include the right to be paid by the Company the expenses (including attorney’s fees) incurred in Junedefending any such proceeding in advance of 2013. From 2003its final disposition.
The Company may, to present, she has managed three Comfort Inn properties in Bismarck, ND. In this position she overseesthe extent authorized from time to time by the Board of Directors, provide rights to indemnification and is responsible for all day to day operationsthe advancement of expenses to employees and agents of the three properties which include employee supervision, payroll, financial reporting,Company similar to those conferred to directors and finances. Since 2010 Charmaine has assistedofficers of the Company. The rights to indemnification and to the advancement of expenses are subject to the requirements of the 1940 Act to the extent applicable.
Furthermore, the Company with all aspectsmay maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Company’s books and records and required filings with the State and tax returns. Charmaine’s back office experience combined with her ability to manage multiple locations will be invaluable to the Company’s Board of Directors. Charmaine will assist in managing the additional personnel, records, payroll and other filings needed onceCompany or another company against any expense, liability or loss, whether or not the Company expands with its future planned operations.would have the power to indemnify such person against such expense, liability or loss under the Nevada General Corporation Law.
Board Composition
Our bylaws provide that the Board of Directors shall consist of one or more members. Each director of the Company serves for a term of one year or until a successor is elected at the Company’s annual shareholders meeting and is qualified, subject to removal by the Company’s shareholders. Each officer serves, at the pleasure of the Board of Directors, for a term of one year and until a successor is elected at the annual meeting of the Board of Directors and is qualified.
Involvement on Certain Material Legal Proceedings During the Last Five Years
No director, officer, significant employee or consultant has been convicted in a criminal proceeding, exclusive of traffic violations.
No bankruptcy petitions have been filed by or against any business or property of any director, officer, significant employee or consultant of the Company nor has any bankruptcy petition been filed against a partnership or business association where these persons were general partners or executive officers.
No director, officer, significant employee or consultant has been permanently or temporarily enjoined, barred, suspended or otherwise limited from involvement in any type of business, securities or banking activities.
Committees
No director, officer or significant employee has been convicted of violating a federal or state securities or commodities law.
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Our board of directors
Directors’ and Officers’ Liability Insurance
ADM Endeavors, Inc. does not currently have a compensation committeedirectors’ and officers’ liability insurance insuring our directors and officers against liability for acts or nominating and corporate governance committee because, due to the boardomissions in their capacities as directors or officers.
Code of director’s composition and our relatively limited operations, the board of directors believes it is able to effectively manage the issues normally considered by such committees. Our board of directors may undertake a review of the need for these committees in the future.Ethics
Board of Directors and Director Nominees
Since our Board of Directors does not include a majority of independent directors, the decisions of the Board regarding director nominees are made by persons who have an interest in the outcome of the determination. The Board will consider candidates for directors proposed by security holders, although no formal procedures for submitting candidates have been adopted. Unless otherwise determined, at any time not less than 90 days prior to the next annual Board meeting at which a slate of director nominees is adopted, the Board will accept written submissions from proposed nominees that include the name, address and telephone number of the proposed nominee; a brief statement of the nominee’s qualifications to serve as a director; and a statement as to why the security holder submitting the proposed nominee believes that the nomination would be in the best interests of our security holders. If the proposed nominee is not the same person as the security holder submitting the name of the nominee, a letter from the nominee agreeing to the submission of his or her name for consideration should be provided at the time of submission. The letter should be accompanied by a résumé supporting the nominee’s qualifications to serve on the Board, as well as a list of references.
The Board identifies director nominees through a combination of referrals from different people, including management, existing Board members and security holders. Once a candidate has been identified, the Board reviews the individual’s experience and background and may discuss the proposed nominee with the source of the recommendation. If the Board believes it to be appropriate, Board members may meet with the proposed nominee before making a final determination whether to include the proposed nominee as a member of the slate of director nominees submitted to security holders for election to the Board.
Some of the factors, which the Board considers when evaluating proposed nominees, include their knowledge of and experience in business matters, finance, capital markets and mergers and acquisitions. The Board may request additional information from each candidate prior to reaching a determination, and it is under no obligation to formally respond to all recommendations, although as a matter of practice, it will endeavor to do so.
Conflicts of Interest
Our directors are not obligated to commit their full time and attention to our business and, accordingly, they may encounter a conflict of interest in allocating their time between our operations and those of other businesses. In the course of their other business activities, they may become aware of investment and business opportunities which may be appropriate for presentation to us as well as other entities to which they owe a fiduciary duty. As a result, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. They may also in the future become affiliated with entities that are engaged in business activities similar to those weWe intend to conduct.
In general, officers and directors of a corporation are required to present business opportunities to the Corporation if:
We plan to adopt a code of ethics that obligates our directors, officers and employeesapplies to disclose potential conflicts of interest and prohibits those persons from engaging in such transactions without our consent.
Significant Employees
Other than as described above, we have no full-time employees whose services are materially significant to our business and operations.
Legal Proceedings
During the past ten years, none of our present or former directors, executive officers or persons nominated to become directors or executive officers:
No Audit Committee or Financial Expert
The Company does not have an audit committee or a financial expert serving on the Board of Directors. The Company plans to form and implement an audit committee as soon as practicable.
Family Relationships
Ardell Mees and Tammera Mees are married. Other than this relationship, there are no family relationships among any of our officers, directors or persons nominated for such positions.
Code of Ethics
Due to our recent change in business strategy and objectives and our small size and limited resources, we have not yet adopted a code of ethics that applies toemployees, including our principal executive officer and principal accounting officer, but have not done so to date due to our relatively small size. We intend to do so.adopt a written code of ethics in the near future.
Section 16(a) Beneficial Ownership Reporting ComplianceCorporate Governance & Board Independence
Under Section 16(a)Our Board of Directors consists of two directors and has not established a Nominating or Governance Committees as standing committees. The Board does not have an executive committee or any committees performing a similar function. We are not currently listed on a national securities exchange or in an inter-dealer quotation system that has requirements that a majority of the Exchange Act,board of directors be independent.
Due to our lack of operations and size, and since we are not currently listed on a national securities exchange, we are not subject to any listing requirements mandating the establishment of any particular committees; all executive officers, directors, and each person who is the beneficial owner of more than 10% of the common stockfunctions of a company that files reports pursuantnominating/governance committee were performed by our whole board of directors. Our board of directors intends to Section 12 of the Exchange Act of 1934,appoint such persons and form such committees as are required to reportmeet the ownershipcorporate governance requirements imposed by the national securities exchanges as necessary. Our board of directors does not believe that it is necessary to have such committees at the early stage of the company’s development, and our board of directors believes that the functions of such common stock, options,committees can be adequately performed by the members of our board of directors.
We believe that members of our board of directors are capable of analyzing and stock appreciation rights (other than certain cash only rights)evaluating our financial statements and understanding internal controls and procedures for financial reporting. We believe that retaining an independent director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated any changesmaterial revenues to date.
Board Leadership Structure and the Board’s Role in that ownership withRisk Oversight.
The Board of Directors is led by the Securities and Exchange Commission.Chairman who is also the controlling shareholder. The Company has evaluated all relevant Section 16(a) filingstwo directors, and has determined that the company is compliant with this sectiona Chief Executive Officer and a Chief Financial Officer (roles currently filled by a single executive officer) reporting to the bestBoard of its knowledge.Directors. Our structure provides the Company with multiple leaders who represent the Company to our stockholders, regulators, business partners and other stakeholders, among other reasons set forth below.
● | This structure creates efficiency in the preparation of the meeting agendas and related Board materials as the Company’s Chief Executive Officer works directly with those individuals preparing the necessary Board materials and is more connected to the overall daily operations of the Company. Agendas are also prepared with the permitted input of the full Board of Directors allowing for any concerns or risks of any individual director to be discussed as deemed appropriate. The Board believes that the Company has benefited from this structure is in the best interest of the stockholders. | |
● | The Company believes this structure allows for efficient and effective oversight, given the Company’s relatively small size, its corporate strategy and focus. |
The Board of Directors does not have a specific role in risk oversight of the Company. The Chairman, President and Chief Executive Officer and other executive officers and employees of the Company provide the Board of Directors with information regarding the Company’s risks.
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Family Relationships
Marc Johnson and Sarah Nelson are siblings.
ITEM 11. EXECUTIVE COMPENSATION
Our Board of Directors has not established a separate compensation committee. Instead, the Board of Directors reviews and approves executive compensation policies and practices, reviews salaries and bonuses for our officer(s), decides on benefit plans, and considers other matters as may, from time to time, be referred to it. We do not currently have a Compensation Committee Charter. Our Board continues to emphasize the important link between our performance, which ultimately benefits all shareholders, and the compensation of our executives. Therefore, the primary goal of our executive compensation policy is to closely align the interests of the shareholders with the interests of the executive officer(s). In order to achieve this goal, we attempt to (i) offer compensation opportunities that attract and retain executives whose abilities and skills are critical to our long-term success and reward them for their efforts in ensuring our success and (ii) encourage executives to manage from the perspective of owners with an equity stake in us.
SUMMARY COMPENSATION TABLE
Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-equity Incentive Plan Compensation ($) | Non-qualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | |||||||||||||||||||||||||||
Ardell Mees | 2015 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||||
CEO, CFO, and Director | 2014 | 72,000 | 17,838 | 0 | 0 | 0 | 0 | 0 | 89,838 | |||||||||||||||||||||||||||
Tammera Mees | 2015 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||||
Secretary and Director | 2014 | 14,439 | 0 | 0 | 0 | 0 | 0 | 0 | 14,439 | |||||||||||||||||||||||||||
Larry Aamold | 2015 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||||
Director | 2014 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||||
Charmaine Matteis | 2015 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||||
Director | 2014 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Non- | Non- | |||||||||||||||||||||||||||||||||||
equity | qualified | |||||||||||||||||||||||||||||||||||
Incentive | Deferred | All | ||||||||||||||||||||||||||||||||||
Plan | Compen- | Other | ||||||||||||||||||||||||||||||||||
Name and | Stock | Option | Compen- | sation | Compen- | |||||||||||||||||||||||||||||||
Principal | Salary | Bonus | Awards | Awards | sation | Earnings | sation | Total | ||||||||||||||||||||||||||||
Position | Year | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | |||||||||||||||||||||||||||
Marc Johnson, CEO and Director (1) | 2022 | $ | 250,000 | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | 250,000 | |||||||||||||||||||
2021 | $ | 250,000 | $ | 172,820 | $ | - | $ | - | $ | - | $ | - | $ | - | $ | 250,000 | ||||||||||||||||||||
Sarah Nelson, COO (2) | 2022 | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | |||||||||||||||||||
2021 | $ | 36,000 | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | 36,000 |
Employment Agreements
(1) Appointed on April 19, 2018 as COO and Director. On January 3, 2013,8, 2020, resigned as COO and appointed as CEO.
(2) Appointed on January 9, 2020. In May 2022, Ms. Nelson resigned from the CompanyCompany.
Employment Agreements
On January 8, 2020, Ms. Nelson 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 will receiveCompany which provides an annual base salary of $72,000. For$36,000. In May 2022, Ms. Nelson resigned from the years ended December 31, 2013 and 2012 the Company accrued a salary to Mr. Mees in the amount of $72,000. For the years ended December 31, 2014 and 2013, the Company actually paid Mr. Mees $89,838 and $67,524 against his accrued salary.Company.
On February 6, 2014, the employment agreement dated January 3, 2013, referenced above, was amended to remove Sections 3(d), (e), and (f) of the agreement. Prior to the amendment of the employment agreement, Mr. Mees was not paid any bonuses or commissions pursuant to the applications of Sections 3(d) through (f) of the agreement.
Retirement
Retirement
There are no annuity, pension or retirement benefits proposed to be paid to officers, directors or employees in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the Company or any of its subsidiaries, if any.
Stock Option Plans
There are no stock option plans.
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Board of Directors
The Company’s Board of Director’s are not compensated for their services nor are they reimbursed for any costs incurred while performing their duties.
OUTSTANDING EQUITY AWARDS
AsAs of December 31, 2015,2022, the following named executive officers had the following unexercised options, stock that has not vested, and equity incentive plan awards:
Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||||
Name | Number of Securities Underlying Unexercised Options # Exercisable | Number of Options Unexercisable | Equity Plan Awards: Number of Securities Underlying Unexercised Options | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock Not Vested | Value of Shares or Units Market Units Not Vested | Equity Incentive Plan Awards: Number of Unearned Shares Units or Other Rights Not Vested | Value of Unearned Shares Units or Other Rights Not Vested | |||||||||||||||||||||||||||
- | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||
- | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||
STOCK OPTIONS
No grants of stock options or stock appreciation rights were made during the yearyears ended December 31, 2015.2022 and 2021.
LONG-TERM INCENTIVE PLANS
There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We do not have any material bonus or profit sharingprofit-sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
As of December 31, 2015,2022, we had 123,170,000153,652,143 shares of common stock issued, issuable and outstanding. The following table sets forth information known to us as of December 31, 20152022 relating to the beneficial ownership of shares of our common stock by:
● | each person who is known by us to be the beneficial owner of more than 5% of our outstanding common stock; | |
● | each director; | |
● | each named executive officer; and | |
● | all named executive officers and directors as a group. |
Unless otherwise indicated, the business address of each person listed is in care of 2021 N 3rd St., Bismarck, ND 58501.5941 Posey Lane, Haltom City, TX 76117. The percentages in the table have been calculated on the basis of treating as outstanding for a particular person, all shares of our common stock outstanding on that date and all shares of our common stock issuable to that holder in the event of exercise of outstanding options, warrants, rights or conversion privileges owned by that person at that date which are exercisable within 60 days of that date. Except as otherwise indicated, the persons listed below have sole voting and investment power with respect to all shares of our common stock owned by them, except to the extent that power may be shared with a spouse.
The following table sets forth certain information regarding the beneficial ownership of our common stock as of the date of this Annual Report by each person or entity known by us to be the beneficial owner of more than 5% of the outstanding shares of common stock, each of our directors and named executive officers, and all of our directors and executive officers as a group. Except as otherwise indicated, the address of each of the stockholders listed below is: 5941 Posey Lane, Haltom City, Texas 76117.
Number of | ||||||||||||||||||||
Shares | Percent | |||||||||||||||||||
Name and Address of | Beneficially | of | ||||||||||||||||||
Title of Class | Name and Address of Beneficial Owner | Number of Shares Beneficially Owned | Percent of Class (1) | Beneficial Owner | Owned (1) | Class (2) | ||||||||||||||
Common Stock | Ardell Mees, CEO, CFO and Director (2) | 43,000,000 | 34.91 | % | Marc Johnson (4) | 47,160,000 | 30.69 | % | ||||||||||||
Common Stock | M&M Real Estate, Inc. (3) | 22,232,143 | 14.47 | % | ||||||||||||||||
Common Stock | Tammera Mees, Secretary, CAO and Director (2) | 22,000,000 | 17.86 | % | All directors and named executive officers as a group (2 persons) | 69,392,143 | 45.16 | % | ||||||||||||
Common Stock | Larry Aamold, Director (2) | - | 0.0 | % | ||||||||||||||||
Common Stock | Chramaine Matteis, Director (2) | - | 0.0 | % | ||||||||||||||||
Common Stock | All directors and named executive officers as a group (4 persons) | 65,000,000 | 52.77 | % | ||||||||||||||||
Preferred Stock | Marc Johnson (4) | 2,000,000 | 100.0 | % | ||||||||||||||||
Preferred Stock | Sarah Nelson (4) | - | - | |||||||||||||||||
Preferred Stock | All directors and named executive officers as a group (4 persons) | 2,000,000 | 100.0 | % |
(1) |
| |
(2) | As of December 31, | |
(4) | Officer and director. |
Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. In accordance with Securities and Exchange Commission rules, shares of our common stock which may be acquired upon exercise of stock options or warrants which are currently exercisable or which become exercisable within 60 days of the date of the table are deemed beneficially owned by the optionees. Subject to community property laws, where applicable, the persons or entities named in the table above have sole voting and investment power with respect to all shares of our common stock indicated as beneficially owned by them.
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Changes in Control
Our management is not aware of any arrangements which may result in “changes in control” as that term is defined by the provisions of Item 403(c) of Regulation S-K.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Office Space
The Company has been provided office space by its chief executivemajority voting shareholder, director and 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.
Share Exchange Agreement
On July 1, 2008of the Company, executed a share exchange agreement with ADM Enterprises LLC wherebyMarc Johnson, is the Company acquired allowner of M & M Real Estate, Inc. (“M & M”). M & M leases the outstanding stock of ADM Enterprises LLC for 10,000,000 newly issued shares of the Company’s common stock. As a result, ADM Enterprises LLC became a wholly owned subsidiary ofHaltom City, Texas, facility to the Company. The monthly lease payment, under a month-to-month lease, is currently $6,500. The Company sharesincurred lease expense, including equipment rental expense of $93,595 and $117,962 to M & M for the same officers, Ardell Meesyears ended December 31, 2022 and Tammera Mees, with ADM Enterprises LLC. Since the share exchange agreement was between related parties, there was no goodwill or excess consideration recorded.2021, respectively.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Audit Fees
The aggregate audit and review fees incurred for the fiscal years ended December 31, 20152022 and 20142021 were $24,500.$54,500. Such fees included work completed for our annual audit and for the review of our financial statements included in our Forms 10-K and 10-Q.
Tax Fees
For the fiscal yearsyear ended December 31, 2015 and 2014,2022, there were no fees$3,200 billed for services for tax compliance, tax advice, and tax planning work by our principal accountants.
All Other Fees
None.
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None.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
* Filed herewithPursuant to Regulation S-T, interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are 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.
(1) Incorporated by reference from Form S-1 filed with the SEC on October 8, 2013.
SIGNATURES
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
ADM ENDEAVORS, INC. | ||
Date: | By: | /s/ |
Name: | ||
Title: |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
SIGNATURE | TITLE | DATE | ||
/s/ | Director | |||
/s/ | Director | |||
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