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

~~[ ]~~☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

(Former name, former address and former fiscal year, if changed since last report)

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.

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 ~~issuer~~registrant had ~~123,170,000~~153,652,143 shares of its common stock issued and outstanding.

This Annual Report of ADM Endeavors, Inc. on Form 10-K contains forward-looking statements ~~particularly those identified with~~within 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 on~~are not guarantees of future performance and are subject to risks, uncertainties and other factors, ~~known at the time~~some of ~~such statements. The reader may find discussions containing such forward-looking statements in the material set forth under “Management’s Discussion~~which are beyond our control and ~~Analysis~~difficult 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 or~~could cause actual results ~~may~~to differ materially from those ~~discussed herein. The~~expressed 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 estimates~~date 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 interpretation~~this 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-looking~~Company’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

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 ~~state~~State 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 ~~our~~Company 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.

~~We began operations in 1988, under the ownership and control of Ardell Mees, who~~then provided installation services to grocery ~~decor~~décor 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 incorporated~~companies 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 ~~all~~Just 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 issued~~Series A Preferred Stock is convertible into 10 shares of ~~our~~Company 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, LLC~~of 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 no~~would discontinue its business operations ~~until the share exchange agreement with~~in 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 construction~~Since that time, the Company has exclusively focused on its Just Right Productions operations.

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 ~~installation~~uniforms. All of ~~grocery store decor~~these 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 new~~Just 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 cabinetry~~Website to develop more in-house customers.

The Screen Printing Department utilizes its five screen printing machines to print garments and other ~~grocery~~fabric 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.

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 consist~~have the ability to increase our inventory capacity for existing programs.

The Company believes the SEO/Web department is one of ~~design~~the 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.

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 affiliated~~people might think, considering the following facts: (source: PPAI)

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 is~~company with respect to the ~~result of both our quality installation of grocery equipment~~foregoing laws and ~~fixtures, and high level of personal service~~regulations.

We do not believe that we ~~provide~~are or will become subject to ~~our customers. We receive bid requests from all regions~~any environmental laws or regulations of the United States. ~~Therefore, we are seeking to expand~~While our ~~operations to service~~products and business activities do not currently violate any laws, any regulatory changes that impose additional ~~geographic areas.~~

~~The majority of~~restrictions 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 of~~products 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, painters~~operating 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.

There has been no bankruptcy, receivership or similar proceeding pertaining to the Company.

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.

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.

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.~~

~~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.

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.

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 with~~provide 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.

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.

~~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.

The Company currently maintains its corporate office at ~~2021 N. 3~~^rd ~~St., Bismarck, North Dakota 58501. At this location Ardell D. Mees provides two office spaces for the exclusive use~~5941 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 proceedings~~From time to ~~which~~time, we ~~are a party or of which our property is the subject. We also know of no proceedings~~may be involved in litigation relating to ~~which any~~claims arising out of our ~~directors, officers~~operations 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 or~~threatened lawsuits that could reasonably be expected to have a material ~~interest adverse to us.~~effect on the results of our operations.

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELAED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

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.

As of December 31, ~~2015,~~2022, there were ~~approximately 123,170,000~~153,652,143 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.~~

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.

The Company does not sponsor any compensation plan under which equity securities are authorized for issuance.

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:

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with:

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.

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.

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 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

~~Except for historical information, the following Management’s Discussion and Analysis~~This Annual Report on Form 10-K contains forward-looking statements ~~based upon current expectations~~within 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 ~~certain~~substantial risks and uncertainties. ~~Such~~These forward-looking statements ~~include statements regarding, among other things, (a) discussions~~are 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 ~~unknown~~similar 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 may~~some 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 ~~discussed~~expressed 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.

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

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.

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.

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 described~~administrative 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 risks~~2021. The decrease in 2022 in marketing and ~~uncertainties, there can be no assurance that~~selling expenses was approximately 71.8% primarily due to utilizing new lower-cost marketing techniques.

The net income for the ~~forward-looking statements contained~~year 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.

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.

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 Operations~~amortization 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 ~~has~~had working capital deficit of $56,024, of which $307,973 of current liabilities was related to ~~travel~~derivative 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.

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 Company~~currently has ~~noticed~~no 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 revenues~~have 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 ~~shortfall~~current or future material effect on our financial condition, changes in ~~capital. It is estimated that each~~financial condition, revenues or expenses, results of ~~the Company’s five targeted expansion areas will require approximately $200,000 each in startup~~operations, 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:

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.~~

~~The Company recognizes revenue when it is realized or realizable~~applied, 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.

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 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.

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.

~~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.

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.

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.

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 upon~~that is ultimately expected to vest is recognized as an expense over the ~~probable attainment~~requisite 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.

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.

We ~~currently have no off-balance sheet arrangements that have~~are 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 ~~reasonably~~highly uncertain and will include emerging information concerning the severity of the coronavirus and the actions taken by governments and private businesses to attempt to contain the coronavirus. It is likely to ~~have~~result in a ~~current or future~~potential material ~~effect~~adverse impact on our ~~financial condition, changes in financial condition, revenues or expenses,~~business, results of operations ~~liquidity, capital expenditures~~and 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.

~~Not applicable.~~As the Company is a “smaller reporting company,” this item is inapplicable.

The financial statements required by Item 8 are presented in the following order:

We have audited the accompanying consolidated balance ~~sheet~~sheets of ADM Endeavors, Inc., (the “Company”) as of December 31, ~~2015,~~2022 and ~~2014~~2021, 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.

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on ~~these~~the 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 ~~audit~~audits 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 consideration~~As 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 ~~supporting~~regarding the amounts and disclosures in the financial ~~statements, assessing~~statements. 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 ~~audit~~audits provide a reasonable basis for our opinion.

Critical audit matters arising from the current period audit of the financial statements ~~referred~~that were communicated or required to ~~above present fairly, in all~~be 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 ~~for~~and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

For the ~~year ended~~Years Ended December 31, ~~2014, have been restated.~~2022 and 2021

For the ~~Company will continue as a going concern. As of~~Years 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 Company~~2021

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. The~~consolidated financial ~~statements do not include any adjustments that might result from the outcome of this uncertainty.~~statements.

See accompanying notes ~~are an integral part of these audited~~to consolidated financial statements.

~~The accompanying notes are an integral part of these audited financial statements.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~Notes to the Consolidated Financial Statements

~~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 Company~~we incorporated in North Dakota as ADM Enterprises, Inc. On May 9, 2006, the Company changed both its name to ADM Endeavors, Inc. (“ADM Endeavors,” or the “Company,” “we,” “us,” or “our”) and its domicile to the state of Nevada. On July 1, 2008, the Company acquired all of the assets of ADM Enterprises, LLC (“ADM Enterprises”), a sole proprietorship owned by Ardell and Tammera Mees, in exchange for 10,000,000 newly issued shares of our common stock. As a result, ADM Enterprises ~~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~~ADM provides installation services to grocery décor and design companies primarily in North Dakota.

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

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

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

On January 1, 2020, the Company determined that it would discontinue its business operations ~~are those solely~~in 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.

The accompanying consolidated financial statements include all of the accounts of the Company and its ~~wholly-owned~~wholly owned subsidiary ~~ADM Enterprises, LLC.~~JRP, at December 31, 2022. All significant intercompany balances and transactions have been eliminated.

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.

The preparation of the consolidated financial statements in ~~conformity~~accordance with ~~generally accepted accounting principles~~U.S. GAAP requires management to make use of certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities atas of the date of the ~~financial statements~~Consolidated Financial Statements and the reported amounts of ~~revenues~~revenue and expenses during the ~~reporting period. Accordingly, actual~~reported periods. The Company bases its estimates on historical experience and on various other assumptions that management believes are reasonable under the circumstances, the results of which form the basis for making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates. ~~Such~~Significant estimates ~~include management’s assessments~~are related to allowance for doubtful accounts, derivative liability and deferred tax valuations.

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 value~~award and recognized as compensation expense on a straight-line basis over the service period, which is the vesting period. The Company estimates forfeitures that it expects will occur and records expense based upon the number of ~~certain assets, useful lives of assets, and related depreciation methods applied.~~awards expected to vest.

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, ~~2015~~2022 and ~~December 31, 2014,~~2021, the Company had no cash equivalents.

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 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.

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.

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

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

Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 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 identical~~Company 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/or~~derivative liabilities measured at fair value on a recurring basis at December 31, ~~2015~~2022 and ~~December 31, 2014.~~2021.

~~Property and equipment~~Fixed assets are recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation is computed by the straight-line method over the assets estimated useful ~~life 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.

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.

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

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

The Company determined that there were no impairments of long-lived assets at December 31, ~~2015~~2022 and ~~December 31, 2014.~~2021.

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 realized~~a customer obtains control of promised services or ~~realizable and earned. The~~goods in an amount that reflects the consideration to which the Company ~~considers revenue realized~~expects 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 allowances~~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 ~~accounts receivable that~~merchandise 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 ~~estimated~~typically 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.

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 value~~computes basic and ~~recognize the costs in the financial statements over the period during which employees are required~~diluted 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.

~~Net~~FASB 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 ~~earnings~~income 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 no~~The dilutive ~~shares~~effect of outstanding atconvertible securities and preferred stock is reflected in diluted earnings per share by application of the if-converted method.

The following is a reconciliation of basic and diluted earnings per common share for the years ended December 31, ~~2015~~2022 and ~~2014.~~2021:

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

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

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

Tax benefits of uncertain tax positions are recognized only if it is more likely than not that the Company will be able to sustain a position taken on an income tax return. The Company has no liability for uncertain tax positions as of 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.

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.

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.

From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business.

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 year~~years ended December 31, ~~2014 should no longer be relied upon since there were accrued expenses that were not recorded in~~2022 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.

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.

Fixed assets are stated at cost, less accumulated depreciation for continuing operations at December 31, ~~2015~~2022 and ~~December 31, 2014,~~2021 consisted of the following:

Depreciation expense for continuing operations for the years ended December 31, 2022 and 2021 was $40,319 and $59,283, respectively.

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 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.

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:

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 $0.0155 and $0.0239, 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, ~~2015~~2022 and ~~2014 was $7,925 and $9,324 respectively.~~2021:

On ~~March 3, 2014,~~October 16, 2020, the Company ~~purchased~~entered into a ~~vehicle~~secured 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 projects~~April 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 management~~in 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 $5,000~~recorded $94,072 of loan cost as a ~~down payment~~debt discount and ~~financed $30,015 with 4.122% APR. The loan calls for monthly payments~~will amortized over the life of ~~$412 through March 2021.~~

~~Maturity requirements on long-term debt are as follows at~~the 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.

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

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:

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 nominal~~incurred 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 year~~years ended December 31, ~~2015, the Chief Executive Officer advanced~~2022 and 2021, respectively. As of December 31, 2021, an officer owed the Company ~~$31,203.~~

~~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 is~~of 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.

Our Articles of Incorporation authorize the issuance of 800,000,000 shares of common stock and 80,000,000 shares of preferred stock ~~both $0.001~~with $0.001 par ~~value~~values per share. There were ~~124,467,916~~153,652,143 outstanding shares of common stock at December 31, 2022 and no2021. There were 2,000,000 outstanding shares of ~~Preferred~~preferred 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.

~~Common~~On December 6, 2021, Marc Johnson, the Company’s CEO, agreed to return and cancel 10,000,000 shares ~~issued and shares to issued during the second quarter~~ of ~~2015~~common stock.

During the year ended December 31, ~~2014, the Company issued 3,522,920 shares to a consultant for services rendered to the Company during 2014~~2022, 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 shares~~two 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 expense~~revenues during the year ended December 31, ~~2015 relating to this grant~~2021.

AtTwo customers accounted for 46% and 64% of accounts receivable as of December 31, ~~2015~~2022 and ~~2014 respectively,~~2021, respectively.

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 net~~accounts for lease components separately from the non-lease components. Most leases include one or more options to renew. The exercise of the lease renewal options is at the sole discretion of the Company. The depreciable life of the assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise.

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 carryforwards~~lease 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:

The components of income tax expense from continuing operations for the years ended December 31, 2022 and 2021 are as follows:

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. statutory~~United States Federal tax rate of 21% to ~~profit~~loss before taxes for ~~the reasons set forth in the following reconciliation:~~fiscal year 2022 and 2021), as follows:

The tax effects of the ~~primary~~ temporary differences ~~giving rise to the Company’s~~between 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:

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.

~~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%.~~

~~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 ~~DISAGREEMENT~~DISAGREEMENTS 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.

~~We maintain~~At 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 ensure~~evaluation, the CEO and CFO concluded that ~~material~~as 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 ~~filed~~that 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’s~~applicable rules and forms and (ii) material information required to ~~ensure that such information~~be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our ~~chief executive officer~~CEO and ~~chief financial officer as appropriate,~~CFO, to allow for accurate and timely decisions regarding required disclosure. ~~We carried out an evaluation, under~~

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 concluded~~report 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 ~~assurances~~assurance regarding the reliability of financial reporting and the preparation of ~~the~~ financial statements ~~of the Company~~for 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 issued~~criteria 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 the~~A material ~~weaknesses described below, management concluded that the Company’s internal controls were not effective based on financial reporting~~weakness, 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 believes~~such 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 in~~there is a reasonable possibility that a material misstatement ~~to our consolidated~~of the annual or interim financial statements ~~may~~will not be prevented or detected on a timely basis. ~~Accordingly, we have determined~~The 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 analyses~~c) 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 consolidated~~over accounting transaction processing and period end financial ~~statements for~~disclosure and reporting processes.

As a result of the ~~year ended~~existence 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 ~~believes~~has concluded that ~~despite our material weaknesses, our consolidated~~we did not maintain effective internal control over financial ~~statements for the year ended~~reporting 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.

This ~~Annual Report~~annual report does not include an attestation report of ~~our~~the 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 Commission~~SEC that permit usthe company to provide only management’s report in this ~~Annual Report on Form 10-K.~~annual report.

~~Limitations on Effectiveness of~~Changes to Internal Controls and Procedures over Financial Reporting

~~Our management, including our Chief Executive Officer and Chief Financial Officer (principal financial officer), does not expect~~We 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.

~~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 likely~~will be modified during our most recent year by adding additional advisors to ~~materially affect~~address deficiencies in the financial closing, review and analysis process, which will improve our internal ~~controls~~control over financial reporting.

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

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.

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.

~~Ardell D. Mees,~~Marc Johnson, CEO ~~CFO, Director~~and Chairman.. Mr. ~~Mees~~Johnson 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 this~~promotional 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 maintained~~Johnson bought out his financial backer and ~~has been responsible for all~~started Just Right Products, Inc.

Our directors are elected at the ~~day-to-day operations~~annual 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 ~~advantage~~such 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.

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 expertise~~or her heirs, executors and ~~knowledge as~~Consultants; provided, however, that, except for proceedings to enforce rights to indemnification, the ~~company expands. Larry~~Company will ~~assist~~not 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 Matteis~~connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was ~~appointed to~~authorized by the Board of ~~Director’s~~Directors. The right to indemnification conferred will include the right to be paid by the Company the expenses (including attorney’s fees) incurred in ~~June~~defending any such proceeding in advance of ~~2013. From 2003~~its final disposition.

The Company may, to ~~present, she has managed three Comfort Inn properties in Bismarck, ND. In this position she oversees~~the extent authorized from time to time by the Board of Directors, provide rights to indemnification and ~~is responsible for all day~~ to ~~day operations~~the 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 assisted~~officers 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 aspects~~may 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.

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.

No director, officer or significant employee has been convicted of violating a federal or state securities or commodities law.

ADM Endeavors, Inc. does not ~~currently~~ have ~~a compensation committee~~directors’ and officers’ liability insurance insuring our directors and officers against liability for acts or ~~nominating and corporate governance committee because, due to the board~~omissions 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

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.

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 employees~~applies to ~~disclose potential conflicts of interest and prohibits those persons from engaging in such transactions without our consent.~~

~~Other than as described above, we have no full-time employees whose services are materially significant to our business and operations.~~

~~During the past ten years, none of our present or former directors, executive officers or persons nominated to become directors or executive officers:~~

~~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.~~

~~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.~~

~~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 to~~employees, 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 Compliance~~Corporate 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 stock~~functions of a ~~company that files reports pursuant~~nominating/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 ~~report~~meet the ~~ownership~~corporate 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 ~~changes~~material revenues to date.

Board Leadership Structure and the Board’s Role in ~~that ownership with~~Risk 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) filings~~two directors, and ~~has determined that the company is compliant with this section~~a Chief Executive Officer and a Chief Financial Officer (roles currently filled by a single executive officer) reporting to the ~~best~~Board 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.

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.

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.

(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 ~~Company~~Company.

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 receive~~Company 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.

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.

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.

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:

No grants of stock options or stock appreciation rights were made during the ~~year~~years ended December 31, ~~2015.~~2022 and 2021.

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 sharing~~profit-sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

As of December 31, ~~2015,~~2022, we had ~~123,170,000~~153,652,143 shares of common stock issued, issuable and outstanding. The following table sets forth information known to us as of December 31, ~~2015~~2022 relating to the beneficial ownership of shares of our common stock by:

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.

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.

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

The ~~Company has been provided office space by its chief executive~~majority 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.~~

~~On July 1, 2008~~of the Company, ~~executed a share exchange agreement with ADM Enterprises LLC whereby~~Marc Johnson, is the ~~Company acquired all~~owner 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 of~~Haltom City, Texas, facility to the Company. The monthly lease payment, under a month-to-month lease, is currently $6,500. The Company ~~shares~~incurred lease expense, including equipment rental expense of $93,595 and $117,962 to M & M for the ~~same officers, Ardell Mees~~years 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.

The aggregate audit and review fees incurred for the fiscal years ended December 31, ~~2015~~2022 and ~~2014~~2021 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.

For the fiscal ~~years~~year 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.

* ~~Filed herewith~~Pursuant 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.~~

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.

Nevada		45-0459323
(State or Other Jurisdiction of		(I.R.S. Employer
Incorporation or Organization)		Identification No.)

~~2021 N 3rd St.~~5941 Posey Lane, ~~Bismarck, ND~~Haltom City, TX		~~58501~~76117
(Address of Principal Executive Offices)		(Zip Code)

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

Large accelerated filer	~~[ ]~~☐	Accelerated filer	~~[ ]~~☐
Non-accelerated filer	~~[ ]~~☒	Smaller reporting company	~~[X]~~☒
		Emerging Growth Company	☐

		Page
	PART I
Item 1.	Business	14
Item 1A.	Risk Factors	26
Item 1B.	Unresolved Staff Comments	86
Item 2.	Properties	87
Item 3.	Legal Proceedings	97
Item 4.	Mine Safety Disclosures	97

	PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	97
Item 6.	Selected Financial Data	98
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	108
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	12
Item 8.	Financial Statements and Supplementary Data	12
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	2428
Item 9A.	Controls and Procedures	2428
Item 9B.	Other Information	2529

	PART III

Item 10.	Directors, Executive Officers and Corporate Governance	2529
Item 11.	Executive Compensation	2832
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	3034
Item 13.	Certain Relationships and Related Transactions, and Director Independence	3135
Item 14.	Principal Accounting Fees and Services	3135

	PART IV

Item 15.	Exhibits, Financial Statement Schedules	3136

●	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%.

	●	Operating results may be highly dependent on the volume and timing of orders received from retailers seeking construction and installation of grocery store decor during any one quarter, which are difficult to forecast. Customers generally order on an as-needed basis and we typically will not ~~obtain firm, long-term purchase commitments from our customers. As a result, our revenues in any quarter will depend primarily on orders received during that quarter.~~

	●	We must incur a large portion of our costs in advance of orders because we must plan research and production, and installation, order components and enter into development, sales and marketing, and other operating commitments prior to obtaining firm commitments from our customers. This will make it difficult for us to adjust our costs in response to a revenue shortfall, which could adversely affect our operating results.

	●	If demand for our products is below our forecasts, we could produce excess personnel or have excess installation capacity. Excess personnel could negatively impact our cash flows and could result in higher construction, installation and design costs.

	●	If demand for our products exceeds our forecasts, we could have to rapidly ramp up production. We will also depend on suppliers and manufacturers to provide components and sub-assemblies. As a result, we may not be able to increase our production levels to meet unexpected demand and could lose sales in the short term while we try to increase production. If customers turn to competitive sources of supply to meet their needs, our revenues could be adversely affected.

	●	If demand for our products exceeds our forecasts, we could have to rapidly ramp up production. We will also depend on suppliers and manufacturers to provide components and sub-assemblies. As a result, we may not be able to increase our production levels to meet unexpected demand and could lose sales in the short term while we try to increase production. If customers turn to competitive sources of supply to meet their needs, our revenues could be adversely affected.

	●	Rapidly increasing our production levels to meet unanticipated grocery customer demand could result in higher costs for grocery components and sub-assemblies, increased expenditures for freight to expedite delivery of grocery materials or finished goods, and higher overtime costs and other expenses. These higher expenditures could result in lower gross margins.

	●	New product and service launch. With the growth of our service and product portfolio, we may experience increased complexity in coordinating product development, installation and commissioning. As this complexity increases, it may place a strain on our ability to accurately coordinate the commercial launch of our services and products with adequate support to meeting anticipated customer demand. If we are unable to scale and improve our product and installation launch coordination, we could frustrate our customers and lose earned space and product sales.

	●	Forecasting, planning and supply chain logistics. With the growth of our product portfolio, we may also experience increased complexity in forecasting grocery customer demand and in planning for production and transportation and logistics management. If we are unable to scale and improve our forecasting, planning and logistics management, we could frustrate our customers, lose product sales or accumulate excess inventory.

	●	~~variations in our operating results;~~

	●	~~changes in expectations of our future financial performance, including financial estimates by securities analysts and investors;~~

	●	~~changes in operating and stock price performance of other companies in our industry;~~

	●	~~additions or departures of key personnel; and~~

	●	~~future sales of our common stock.~~

	●	~~that a broker or dealer approve a person’s account for transactions in penny stocks; and~~

	●	~~the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.~~

	●	~~obtain financial information and investment experience objectives of the person; and~~

	●	make a reasonable determination that the transaction in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

	●	~~sets forth the basis on which the broker or dealer made the suitability determination; and~~

	●	~~that the broker or dealer received a signed, written agreement from the investor prior to the transaction.~~

●	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.

●	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.

~~District Location~~	~~Geographic Area~~	~~Target Date~~
~~Kansas City, MO~~	~~Missouri, Kansas, Oklahoma, Arkansas~~	~~March 1, 2018~~
~~Minneapolis, MN~~	~~Minnesota, Iowa, Wisconsin, Northern Illinois, and the UP of Michigan~~	~~September 1, 2018~~
~~Denver, CO~~	~~Colorado, Wyoming, Western Nebraska, and Western Kansas~~	~~March 1, 2019~~
~~Chicago, IL~~	~~Illinois, Indiana, Michigan, and Eastern Wisconsin~~	~~September 1, 2019~~
~~Spokane, WA~~	~~Washington, California, Idaho, and Montana~~	~~March 1, 2020~~

	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

	Page
Report of Independent Registered Public Accounting Firm(PCAOB ID: #6686)	1314

Consolidated Balance Sheets at December 31, ~~2015~~2022 and ~~2014~~2021	1415

Consolidated Statements of Operations for years ended December 31, ~~2015~~2022 and ~~2014~~2021	1516

Consolidated Statements of ~~Cash Flow~~Stockholders’ Equity for the years ended December 31, ~~2015~~2022 and ~~2014~~2021	1617

Consolidated Statements of ~~Stockholders’ Deficit~~Cash Flows for the years ended December 31, ~~2015~~2022 and ~~2014~~2021	1718

Notes to the Consolidated Financial Statements	1819

/s/ PWR CPA, LLP

Houston, Texas
PCAOB #6686
We have served as the Company’s auditor since 2020
Houston, Texas
March 29, 2023

	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

	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

	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

	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		$	-

	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

	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

	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	)

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

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

	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

							Fair value at
	Level 1		Level 2		Level 3		December 31, 2022
Liabilities:
Derivative liabilities	$	-	$	-	$	307,973	$	307,973

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

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

	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