UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended SeptemberJune 30, 20172018
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ______ to _______
Commission File Number 333-191618
ADM ENDEAVORS, INC.
(Exact name of registrant as specified in its charter)
Nevada | 45-0459323 | |
(State of incorporation) | (I.R.S. Employer Identification No.) |
2021 N. 3RDrd Street
Bismarck, North Dakota 58501
(Address of principal executive offices)
(701) 226-9058
(Registrant’s telephone number)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
[X] Yes [ ] No
Indicate by check mark whether the registrant has submitted electronically 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).
[X] Yes [ ]No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer | [ ] | Accelerated Filer | [ ] | |
Non-Accelerated Filer | [ ] | Smaller Reporting Company | [X] |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
[ ] Yes [X] No
As of November 15, 2017,August 13, 2018, there were 128,744,997129,315,500 shares of the registrant’s $0.001 par value common stock issued, issuable, and outstanding.
ADM ENDEAVORS, INC.
TABLE OF CONTENTS | Page | |
PART I. FINANCIAL INFORMATION | ||
ITEM 1. | CONSOLIDATED FINANCIAL STATEMENTS | |
ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | |
ITEM 3. | QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK | |
15 | ||
ITEM 4. | CONTROLS AND PROCEDURES | 15 |
PART II. OTHER INFORMATION | ||
ITEM 1. | LEGAL PROCEEDINGS | 17 |
ITEM 1A. | RISK FACTORS | 17 |
ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS | 17 |
ITEM 3. | DEFAULTS UPON SENIOR SECURITIES | 17 |
ITEM 4. | MINE SAFETY DISCLOSURES | |
ITEM 5. | OTHER INFORMATION | |
ITEM 6. | EXHIBITS |
2 |
PART I -– FINANCIAL INFORMATION
TABLE OF CONTENTS
3 |
ADM ENDEAVORS, INC.Endeavors, Inc.
and Subsidiaries
Condensed Consolidated Balance Sheets
(Unaudited)(unaudited)
September 30, 2017 | December 31, 2016 | |||||||
Assets | ||||||||
Current assets | ||||||||
Cash | $ | 8,458 | $ | 15,960 | ||||
Accounts receivable | 195 | 196 | ||||||
Total current assets | 8,653 | 16,156 | ||||||
Properties and equipment, net | 11,733 | 17,676 | ||||||
Total assets | $ | 20,386 | $ | 33,832 | ||||
Liabilities and Stockholders’ Equity | ||||||||
Current liabilities | ||||||||
Accounts payable | $ | 77,029 | $ | 70,514 | ||||
Accrued expenses | 94,866 | 80,696 | ||||||
Customer deposits | - | 5,000 | ||||||
Due related party | 137,885 | 75,408 | ||||||
Current portion of note payable | 4,379 | 4,206 | ||||||
Total current liabilities | 314,159 | 235,824 | ||||||
Note payable, net of current portion | 11,630 | 14,975 | ||||||
Total liabilities | 325,789 | 250,799 | ||||||
Commitments and contingencies | ||||||||
Stockholders’ Equity | ||||||||
Preferred stock; par value $0.001 authorized 80,000,000 shares, none issued | - | - | ||||||
Common stock; par value $0.001 authorized 800,000,000 shares, issued 128,744,997 and 127,050,917, respectively | 128,746 | 127,051 | ||||||
Additional paid in capital | 15,322,255 | 14,900,429 | ||||||
Accumulated deficit | (15,756,404 | ) | (15,244,447 | ) | ||||
Total stockholders’ equity (deficit) | (305,403 | ) | (216,967 | ) | ||||
Total liabilities and stockholders’ equity | $ | 20,386 | $ | 33,832 |
June 30, 2018 | December 31, 2017 | |||||||
ASSETS | ||||||||
Current assets | ||||||||
Cash | $ | 129,479 | $ | 45,589 | ||||
Accounts receivable, net | 174,191 | 284,071 | ||||||
Inventory | 13,679 | 13,679 | ||||||
Other receivable | 11,333 | 11,333 | ||||||
Total current assets | 328,682 | 354,672 | ||||||
Goodwill | 936,760 | - | ||||||
Fixed assets, net | 103,114 | 117,261 | ||||||
Total assets | $ | 1,368,556 | $ | 471,933 | ||||
LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
Current liabilities | ||||||||
Convertible note payable, net of discounts | $ | 28,601 | $ | - | ||||
Note payable | 4,488 | - | ||||||
Capital leases, current portion | 38,161 | 47,378 | ||||||
Accounts payable | 56,515 | 78,551 | ||||||
Accounts payable to related parties | - | 23,978 | ||||||
Accrued expenses | 289,065 | 100,787 | ||||||
Due to related party | 152,766 | - | ||||||
Income tax payable | 33,500 | 33,500 | ||||||
Derivative liabilities | 53,644 | - | ||||||
Total current liabilities | 656,740 | 284,194 | ||||||
Non-current liabilities | ||||||||
Capital leases, net of current portion | 10,674 | 26,684 | ||||||
Note payable, net of current portion | 8,613 | - | ||||||
Total non-current liabilities | 19,287 | 26,684 | ||||||
Total liabilities | 676,027 | 310,878 | ||||||
Commitments and contingencies | ||||||||
Stockholders’ equity | ||||||||
Preferred stock, $0.001 par value, 80,000,000 shares authorized, 2,000,000 and - shares outstanding as of June 30, 2018 and December 31, 2017, respectively | 2,000 | - | ||||||
Common stock, $0.001 par value, 800,000,000 shares authorized, 128,744,997 and - shares issued and outstanding at June 30, 2018 and December 31, 2017, respectively | 128,745 | - | ||||||
Common stock, $0.01 par value, 1,000,000 shares authorized, 0 and 510,000 shares issued and outstanding as of June 30, 2018 and December 31, 2017, respectively | - | 5,100 | ||||||
Additional paid-in capital | 471,155 | 76,800 | ||||||
Retained earnings | 90,629 | 79,155 | ||||||
Total stockholders’ equity | 692,529 | 161,055 | ||||||
Total liabilities and stockholders’ equity | $ | 1,368,556 | $ | 471,933 |
(TheSee accompanying notes are an integral part of theseto unaudited condensed consolidated financial statements)statements.
4 |
ADM Endeavors, Inc.
and Subsidiaries
Condensed Consolidated Statements of Operations
(unaudited)
For the three months ended | For the six months ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2018 | 2017 | 2018 | 2017 | |||||||||||||
Revenue, net | $ | 602,055 | $ | 612,880 | $ | 1,326,491 | $ | 1,058,008 | ||||||||
Operating expenses | ||||||||||||||||
Direct costs of revenue | 338,417 | 393,610 | 805,928 | 643,057 | ||||||||||||
General and administrative | 268,347 | 233,617 | 501,892 | 473,074 | ||||||||||||
Total operating expenses | 606,764 | 627,227 | 1,307,819 | 1,116,131 | ||||||||||||
Operating income (loss) | (4,709 | ) | (14,347 | ) | 18,672 | (58,123 | ) | |||||||||
Other income (expense) | ||||||||||||||||
Change in fair value of embedded conversion feature | 2,797 | - | 2,797 | - | ||||||||||||
Interest expense | (9,995 | ) | - | (9,995 | ) | (1,377 | ) | |||||||||
Total other income (expense) | (7,198 | ) | - | (7,198 | ) | (1,377 | ) | |||||||||
Net income (loss) | $ | (11,907 | ) | $ | (14,347 | ) | $ | 11,474 | $ | (59,500 | ) | |||||
Net income (loss) per share - basic and diluted | $ | (0.00 | ) | $ | (0.00 | ) | $ | 0.00 | $ | (0.00 | ) | |||||
Weighted average number of shares outstanding - basic and diluted | 148,454,709 | 510,000 | 85,141,341 | 510,000 |
See accompanying notes to unaudited condensed consolidated financial statements.
5 |
ADM Endeavors, Inc.
and Subsidiary
Condensed Consolidated Statements of Cash Flows
For the Six Months Ended June 30,
(unaudited)
2018 | 2017 | |||||||
Cash flows from operating activities: | ||||||||
Net income (loss) | $ | 11,474 | $ | (59,500 | ) | |||
Adjustments to reconcile net loss to net cash provided by (used in) operations: | ||||||||
Depreciation and amortization | 19,052 | 17,766 | ||||||
Amortization of discount | 9,995 | - | ||||||
Bad debt | 1,605 | 1,347 | ||||||
Change in fair value of embedded conversion features | (2,797 | ) | - | |||||
Changes in operating assets and liabilities: | ||||||||
Accounts receivable | 108,275 | 15,336 | ||||||
Inventory | - | - | ||||||
Other receivable | - | (7,847 | ) | |||||
Accounts payable | (134,722 | ) | 15,473 | |||||
Accounts payable – related party | (23,978 | ) | - | |||||
Accrued expenses | 72,881 | 82,371 | ||||||
Due to related party | 14,181 | - | ||||||
Net cash provided by operating activities | 75,966 | 64,946 | ||||||
Cash flows from investing activities | ||||||||
Reverse acquisition | 8,411 | - | ||||||
Purchase of assets | - | (11,780 | ) | |||||
Net cash provided by (used in) investing activities | 8,411 | (11,780 | ) | |||||
Cash flows from financing activities: | ||||||||
Proceeds from convertible note payable | 24,740 | - | ||||||
Repayments on notes payable | - | - | ||||||
Repayments on capitalized leases | (25,227 | ) | (50,450 | ) | ||||
Net cash provided by (used in) financing activities | (487 | ) | (50,450 | ) | ||||
Net increase in cash | 83,890 | 2,716 | ||||||
Cash at beginning of period | 45,589 | 81,674 | ||||||
Cash at end of period | $ | 129,479 | $ | 84,390 | ||||
Supplemental disclosure of cash flow information: | ||||||||
Cash paid for interest | $ | - | $ | - | ||||
Cash paid for taxes | $ | - | $ | - |
See accompanying notes to unaudited condensed consolidated financial statements.
6 |
ADM ENDEAVORS, INC.
Condensed Consolidated Statements of Operations
(Unaudited)
For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||
2017 | 2016 | 2017 | 2016 | |||||||||||||
Revenues | $ | 1,006 | $ | 7,032 | $ | 144,997 | $ | 97,188 | ||||||||
Cost of revenues | 3,137 | 5,810 | 22,962 | 33,163 | ||||||||||||
Gross margin | (2,131 | ) | 1,222 | 122,035 | 64,025 | |||||||||||
Operating expenses: | ||||||||||||||||
General and Administrative | 19,391 | 40,954 | 110,470 | 108,254 | ||||||||||||
Consulting expense | 140,625 | 274,917 | 423,522 | 506,687 | ||||||||||||
Officer Compensation | 22,905 | 18,000 | 69,069 | 54,000 | ||||||||||||
Travel | 1,597 | 8,011 | 18,948 | 26,726 | ||||||||||||
Total operating expenses | 184,518 | 341,882 | 622,009 | 695,667 | ||||||||||||
Operating Loss | (186,649 | ) | (340,660 | ) | (499,974 | ) | (631,642 | ) | ||||||||
Other expenses | ||||||||||||||||
Interest Expense | 5,829 | 4,510 | 11,983 | 7,515 | ||||||||||||
Total expenses | 5,829 | 4,510 | 11,983 | 7,515 | ||||||||||||
Loss before taxes | (192,478 | ) | (345,170 | ) | (511,957 | ) | (639,157 | ) | ||||||||
Income Tax Provision | - | - | - | - | ||||||||||||
Net Loss | $ | (192,478 | ) | $ | (345,170 | ) | $ | (511,957 | ) | $ | (639,157 | ) | ||||
Net Loss per share, basic and diluted | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.01 | ) | ||||
Weighted average shares outstanding | 128,553,376 | 126,027,796 | 127,987,157 | 125,342,728 |
(The accompanying notes are an integral part of these unaudited condensed consolidated financial statements)
ADM ENDEAVORS, INC.
Condensed Consolidated Statements of Cash Flow
(Unaudited)
For the Nine Months Ended September 30, | ||||||||
2017 | 2016 | |||||||
CASH FLOW FROM OPERATING ACTIVITES: | ||||||||
Net Loss for the period | $ | (511,957 | ) | $ | (639,157 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
Common stock issued for services | 423,521 | 506,688 | ||||||
Depreciation | 5,943 | 5,943 | ||||||
Change in operating assets and liabilities: | ||||||||
Decrease in accounts receivable | 1 | 39,947 | ||||||
Increase in accounts payable | 6,515 | (11,835 | ) | |||||
Decrease in customer deposits | (5,000 | ) | - | |||||
Increase in accrued expenses | 14,170 | 37,106 | ||||||
Cash Flows provided by in operating activities | (66,807 | ) | (61,308 | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
Payments on note payable | (3,172 | ) | (3,104 | ) | ||||
Proceeds from related party | 62,477 | 24,515 | ||||||
Net cash provided by financing activities | 59,305 | 21,411 | ||||||
Net decrease in cash | (7,502 | ) | (39,897 | ) | ||||
Cash at beginning of period | 15,960 | 46,002 | ||||||
Cash at end of period | $ | 8,458 | $ | 6,105 | ||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||||||
Cash paid during the year for: | ||||||||
Interest | $ | 11,983 | $ | 7,515 | ||||
Franchise and income taxes | $ | - | $ | - |
(The accompanying notes are an integral part of these unaudited condensed consolidated financial statements)
ADM ENDEAVORS, INC.and Subsidiary
Notes to the Condensed Consolidated Financial Statements
SeptemberJune 30, 20172018
(unaudited)
NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS
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 has grown, we have expanded our operations to serve a larger geographic region. On January 4, 2001, we incorporated in North Dakota as ADM Enterprises, Inc. On May 9, 2006, the Company changed both its name to ADM Endeavors, Inc. (“ADM Endeavors,” or the “Company,” “we,” “us,” or “our”) and its domicile to the state of Nevada. On July 1, 2008, the Company acquired all of the assets of ADM Enterprises, LLC (“ADM Enterprises”), a sole proprietorship owned by Ardell and Tammera Mees, in exchange for 10,000,000 newly issued shares of our common stock. As a result, ADM Enterprises LLC became a wholly ownedwholly-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 solelyADM 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 Company’s wholly owned subsidiary ADM Enterprises, LLC.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 60.8% of voting shares, thus there is a change of voting control. The transaction will be accounted for as a reverse acquisition.
Basis of Presentation
The accompanying unaudited interim financial statements of the Company have been preparedJRP is focused on being an added value reseller with concentration in accordance with accounting principles generally acceptedembroidery, screen printing, importing and uniforms for businesses, schools and individuals in the United StatesState of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s most recent Annual Financial Statements filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form 10-K, have been omitted.Texas.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The Company prepares its condensed consolidated financial statements in conformity with generally accepted accounting principles in the United States of America. In the opinion of management, these interim financial statements contain all adjustments, consisting of normal recurring adjustments necessary for a fair presentation of financial position and the results of operations for the interim period presented. The results of operations for interim period are not necessarily indicative of the results to be expected for the full year. Notes to the consolidated financial statements, which would substantially duplicate the disclosure contained in the audited consolidated financial statements for the year ended December 31, 2017 contained in the Company’s Form 8-K/A file on August 20, 2018 have been omitted.
Principles of Consolidation
The accompanying condensedunaudited consolidated financial statements include all of the accounts of the Company and its wholly-owned subsidiarysubsidiaries, AMD Enterprises LLCand Just Right Products, Inc., at SeptemberJune 30, 2017 and December 31, 2016 and for the periods ended September 30, 2017 and 2016.2018. All significant intercompany balances and transactions have been eliminated.
Going Concern
The Company has sustained losses and may continue to experience losses in the near term. We continue to be dependent on sales of our equity securities and debt financing to meet our cash requirements for the future proposed expansion of operations. The Company needs to maintain a steady operating structure, ensuring that expenses are contained such that profits are consistently achieved. In order to expand the Company’s business, the Company would likely require additional financing. Management of the Company must continually develop and refine its strategies and goals in order to execute the business plan of the Company on a broad scale and expand the business.
Failure to raise adequate capital and generate adequate revenues could result in the Company having to curtail or cease operations. The Company’s ability to raise additional capital through the future issuances of the common stock or debt is unknown. Additionally, even if the Company does raise sufficient capital to support its operating expenses and generate adequate revenues, there can be no assurances that the revenue will be sufficient to enable it to develop to a level where it will generate profits and cash flows from operations. These matters raise substantial doubt about the Company’s ability to continue as a going concern; however, the accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classifications of the liabilities that might be necessary should the Company be unable to continue as a going concern.
Use of estimatesEstimates
The preparation of financial statementsthe Consolidated Financial Statements in conformityaccordance with generally accepted accounting principlesGAAP requires management to make use of certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities atas of the date of the financial statementsConsolidated Financial Statements and the reported amounts of revenuesrevenue and expenses during the reporting period. Accordingly, actualreported periods. The Company bases its estimates on historical experience and on various other assumptions that management believes are reasonable under the circumstances, the results of which form the basis for making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates. SuchSignificant estimates include management’s assessments ofare related to allowance for doubtful accounts, the carrying value of certain assets, useful lives of assets,reverse acquisition and related depreciation methods applied.deferred tax valuations.
Cash equivalentsEquivalents
The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. At SeptemberJune 30, 20172018 and December 31, 2016,2017, the Company had no cash equivalents.
Derivative Instruments
Derivatives are measured at their fair value on the balance sheet. In determining the appropriate fair value, the Company uses the Black-Scholes-Merton option pricing model. Changes in fair value are recorded in the statements of operations.
Fair Value of Financial Instruments
The Company measures its financial assets and liabilities in accordance with generally accepted accounting principles. 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 financial instrumentsfuture income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:
Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.
Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use.
The Company adopted the provisions of FASB ASC 820 (the “Fair Value Topic”) which defines fair value, establishes a framework for measuring fair value under GAAP, and expands disclosures about fair value measurements.
The Fair Value Topic defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. It requires that valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs. It also establishes a fair value hierarchy, which prioritizes the valuation inputs into three broad levels.
The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
A) Market approach—Uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. Prices may be indicated by pricing guides, sale transactions, market trades, or other sources;
B) Cost approach—Based on the amount that currently would be required to replace the service capacity of an asset (replacement cost); and
C) Income approach—Uses valuation techniques to convert future amounts to a single present amount based on current market expectations about the future amounts (includes present value techniques, and option-pricing models). Net present value is an income approach where a stream of expected cash flows is discounted at an appropriate market interest rate.
Level 1: Quoted market prices available in active markets for identicalCompany had no assets or liabilities as of the reporting date. An active market for an asset or liability is a market in which transactions for the asset or liability occur with significant frequency and volume to provide pricing information on an ongoing basis.
Level 2: Observable inputs other than Level 1 inputs. Example of Level 2 inputs include quoted prices in active markets for similar assets orderivative 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, and accounts payable, approximate theirmeasured at fair value because of the short maturity of those instruments. The Company’s note payable approximates 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 arrangementson a recurring basis at SeptemberJune 30, 2017 and December 31, 2016.
2018. The Company had no assets or liabilities measured at fair value on a recurring basis at September 30, 2017 and December 31, 2016.2017.
Property and Equipment
Property and equipment are recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation is computed by the straight-line method over the assets estimated useful life of three (3) years for equipment, (5)five years for automobile, and (7)seven 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.
Goodwill
Goodwill represents the excess of purchase price and related costs over the value assigned to the net tangible assets of businesses acquired. Goodwill is not amortized, but instead assessed for impairment.
The Company performs a qualitative assessment for each of its reporting units to determine if the two-step process for impairment testing is required. If the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company would then evaluate the recoverability of goodwill using a two-step impairment test approach at the reporting unit level. In the first step, the fair value for the reporting unit is compared to its book value including goodwill. In the case that the fair value of the reporting unit is less than book value, a second step is performed which compares the implied fair value of the reporting unit's goodwill to the book value of the goodwill. The fair value for the goodwill is determined based on the difference between the fair values of the reporting unit and the net fair values of the identifiable assets and liabilities of such reporting unit. If the implied fair value of the goodwill is less than the book value, the difference is recognized as impairment.
Impairment of long-lived assetsLong-lived Assets
The Company follows paragraph 360-10-05-4 of the FASB Accounting Standards Codification for its long-lived assets. The Company’s long-lived assets, such as intellectual property, are required to be reviewed for impairment annually, or whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.
The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives.
The Company determined that there were no impairments of long-lived assets at SeptemberJune 30, 20172018 and December 31, 2016.2017.
Revenue recognitionRecognition
We recognize revenue, net of expected returns and sales tax, at the time the customer takes possession of merchandise, or when a service is performed. The Company follows paragraph 605-10-S99-1liability for sales returns, including the impact to gross profit, is estimated based on historical return levels, and recognized at the transaction price. We also recognize a return asset, and corresponding adjustment to cost of sales, for our right to recover the goods returned by the customer, measured at the former carrying amount of the goods, less any expected recovery cost. At each financial reporting date, we assess our estimates of expected returns, refund liabilities, and return assets.
For merchandise sold in one of our stores or online, tender is accepted at the point of sale. For services, we generally accept tender upon completion of the job. When we receive payment from customers before the customer has taken possession of the merchandise or the service has been performed, the amount received is recorded as deferred revenue until the sale or service is complete. Such performance obligations are part of contracts with expected original durations of three months or less. For merchandise sold to customers to whom we directly extend credit, collection of tender is typically expected within three months or less from the time of purchase.
Cost of Sales
Cost of sales includes the actual cost of merchandise sold and services performed; the cost of transportation of merchandise from vendors to our distribution network, stores, or customers; shipping and handling costs from our stores or distribution network to customers; and the operating cost and depreciation of our sourcing and distribution network and online fulfillment centers.
Recently Adopted Accounting Pronouncements
ASU No. 2014-09. In May 2014, the FASB Accounting Standards Codification forissued a new standard related to revenue recognition. The Company recognizesUnder ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), revenue is recognized when it is realizeda customer obtains control of promised goods or realizable and earned. The Company considers revenue realizedservices in an amount that reflects the consideration the entity 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 Company records allowancesstandard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. On January 1, 2018, we adopted ASU No. 2014-09 using the modified retrospective transition method.
The adoption of ASU No. 2014-09 requires that we recognize our sales return allowance on a gross basis rather than as a net liability. As such, we now recognize (i) a return asset for accounts receivable that are estimatedthe right to not be collectible.recover the goods returned by the customer, measured at the former carrying amount of the goods, less any expected recovery costs (recorded as an increase to other current assets) and (ii) a return liability for the amount of expected returns (recorded as an increase to other accrued expenses and a decrease to receivables, net).
The effect of the adoption of ASU No. 2014-09 on our consolidated balance sheet as of June 30, 2018 was minimal.
Stock-Based Compensation
In December 2004,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 FASB issued FASB Accounting Standards Codification No. 718,Compensation – Stock Compensation. Under FASB Accounting Standards Codification No. 718, the Company measures the compensation costsstatement of share-based compensation arrangements based onoperations the grant-date fair value of stock options and recognizesother equity-based compensation issued to employees. The value of the costs in the financial statementsportion of an award that is ultimately expected to vest is recognized as an expense over the period during which employees are required to provide services. Share-based compensation arrangements include stock options, restricted share plans, performance-basedrequisite service periods using the straight-line attribution method. The Company accounts for non-employee share-based awards share appreciation rightsin accordance with the measurement 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 periods of the option grant.
Equity instruments (“instruments”) issued to other than employees are also recorded on the basis ofrecognition provisions ASC Topic 505-50. The Company estimates the fair value of the instrumentsstock options at the measurement date. In general,grant date by using the measurement date is when either a (a) performance commitment, as defined, is reached or (b) the earlier of (i) the non-employee performance is complete or (ii) the instruments are vested.Black-Scholes option-pricing model.
Net lossIncome (Loss) per shareShare
The Company computes basic and diluted lossincome (loss) per share amounts pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic loss per share is computed by dividing net loss available to common shareholders, by the weighted average number of shares of common stock outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted loss per share is computed by dividing net loss available to common shareholders by the diluted weighted average number of shares of common stock during the period. The diluted weighted average number of common shares outstanding is the basic weighted number of shares adjusted as of the first day of the year for any potentially diluted debt or equity.
There were no potentially
The dilutive shareseffect of outstanding convertible securities and preferred stock is reflected in diluted earnings per share by application of the if-converted method.
The following is a reconciliation of basic and diluted earnings (loss) per common share for the periodssix and three months ended SeptemberJune 30, 2018 and 2017:
For the Three Months Ended | For the Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2018 | 2017 | 2018 | 2017 | |||||||||||||
Basic earnings (loss) per common share | ||||||||||||||||
Numerator: | ||||||||||||||||
Net earnings (loss) available to common shareholders | $ | (11,907 | ) | $ | (14,347 | ) | $ | 11,474 | $ | (59,500 | ) | |||||
Denominator: | ||||||||||||||||
Weighted average common shares outstanding | 127,330,217 | - | 64,016,849 | - | ||||||||||||
Basic earnings (loss) per common share | $ | (0.00 | ) | $ | (0.00 | ) | $ | 0.00 | $ | (0.00 | ) | |||||
Diluted earnings (loss) per common share | ||||||||||||||||
Numerator: | ||||||||||||||||
Net income (loss) available to common shareholders | $ | (11,907 | ) | $ | (14,347 | ) | $ | 11,474 | $ | (59,500 | ) | |||||
Add convertible debt interest | - | - | 3,183 | - | ||||||||||||
Net income (loss) available to common shareholders | $ | 17,357 | $ | (14,437 | ) | $ | 14,657 | $ | (59,500 | ) | ||||||
Denominator: | ||||||||||||||||
Weighted average common shares outstanding | 127,330,217 | 510,000 | 64,016,849 | 510,000 | ||||||||||||
Preferred shares | - | - | 20,000,000 | - | ||||||||||||
Convertible debt | - | - | 1,124,492 | - | ||||||||||||
Adjusted weighted average common shares outstanding | 148,454,709 | 510,000 | 85,141,341 | 510,000 | ||||||||||||
Diluted earnings (loss) per common share | $ | (0.00 | ) | $ | (0.03 | ) | $ | 0.00 | $ | (0.12 | ) |
For the three months ended June 30, 2018 and the three and six months ended June 30, 2017 and 2016.fully diluted loss per share excludes preferred stock convertible to 20,000,000 common shares because their inclusion would have been anti-dilutive.
Income Taxes
The Company accounts for income taxes underin accordance with FASB Codification Topic 740-10-25 (“ASC 740-10-25”). Under ASC 740-10-25, deferred740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statementstatements carrying amounts of existing assets and liabilities and loss carry-forwards 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. Under ASC 740-10-25, the
The effect of a change in tax rules on deferred tax assets and liabilities of a change in tax rates is recognized in incomeoperations in the periodyear of change. A valuation allowance is recorded when it is “more likely-than-not” that includesa 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 enactment date.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 June 30, 2018 and December 31, 2017. Interest and penalties, if any, related to unrecognized tax benefits would be recognized as interest expense. The Company does not have any accrued interest or penalties associated with unrecognized tax benefits, nor was any significant interest expense recognized during the periods ended June 30, 2018 and December 31, 2017.
On December 22, 2017, the United States Government passed new tax legislation that, among other provisions, will lower the corporate tax rate from 35% to 21%. In addition to applying the new lower corporate tax rate in 2018 and thereafter to any taxable income we may have, the legislation affects the way we can use and carry forward net operating losses previously accumulated and results in a revaluation of deferred tax assets recorded on our balance sheet. Given that the deferred tax assets are offset by a full valuation allowance, these changes will have no net impact on the Company’s financial position and net loss. However, if and when we become profitable, we will receive a reduced benefit from such deferred tax assets.
Recently issued accounting pronouncementsSegment Information
In accordance with the provisions of ASC 280-10, “Disclosures about Segments of an Enterprise and Related Information,” the Company is required to report financial and descriptive information about its reportable operating segments. The Company does not have any operating segments as of June 30, 2018 and December 31, 2017.
Effect of Recent Accounting Pronouncements
In February 2016, the FASBFinancial Accounting Standards Board (“FASB”) issued an ASU 2016-02,Leases, which will amend currenton lease accounting to require lessees to recognize (i) aaccounting. The ASU requires the lease liability, which is a lessee’s obligation to make lease paymentsrights and obligations arising from a lease measuredcontracts, including existing and new arrangements, to be recognized as assets and liabilities on a discounted basis, and (ii) a right-of-use asset, whichthe balance sheet. The ASU is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. ASU 2016-02 does not significantly change lease accounting requirements applicable to lessors; however, certain changes were made to align, where necessary, lessor accounting with the lessee accounting model. This standard will be effective for fiscal yearsreporting periods beginning after December 15, 2018 including interim periodswith early adoption permitted. While the Company is still evaluating the ASU, the Company expects the adoption of the ASU not to have a material effect on the Company’s financial condition due to the Company has no leases in place as of June 30, 2018.
The Company has evaluated all other recent accounting pronouncements and believes that none of them will have a significant effect on the Company’s financial statement.
NOTE 3 – GOING CONCERN
The accompanying unaudited financial statements and the factors within those fiscal years. Adoptionit, have been prepared on a going concern basis, which contemplates the realization of this ASU is expected to resultassets and the satisfaction of liabilities in the recognitionnormal course of right-of-use assetsbusiness and related obligations.the ability of the Company to continue as a going concern for a reasonable period of time. The Company sustained net income of $11,474 and had cash provided by operating activities of $75,966 for the six months ended June 30, 2018. The Company had working capital deficit, stockholders’ equity and retained earnings of $328,058, $692,529 and $90,629, respectively, as of June 30, 2018. The Company’s continuation as a going concern is dependent upon its ability to generate revenues and its ability to continue receiving investment capital and loans from third parties to sustain its current level of operations. The Company is in the process of securing working capital from investors for common stock, convertible notes payable, and/or strategic partnerships. No assurance can be given that the Company will be successful in these efforts. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
NOTE 4 – COMMITMENTS AND CONTINGENCIES
In April 2016,Legal Matters
From time to time, we may be involved in litigation relating to claims arising out of our operations in the FASB issued ASU 2016–10 Revenue from Contractnormal course of business. As of August 20, 2018, there were no pending or threatened lawsuits.
Operating Lease Commitment
The Company leases approximately 18,000 square feet of space in Haltom City, Texas, pursuant to a lease that will expire on June 1, 2020. This facility serves as our corporate headquarters, manufacturing facility and showroom. The lease is with Customers (Topic 606): identifying Performance ObligationsM & M Real Estate, Inc. (“M & M”), a company owned solely by our majority shareholder and Licensing. The amendments in this Update do not change the core principledirector of the guidanceCompany (see Note 4). Additionally, the Company has approximately 6,000 square feet of space in Topic 606. Rather,Arlington, Texas which serves as an academic showroom, pursuant to a lease that will expire on June 1, 2020.
Future minimum lease payments under these leases are as follows:
Related | Non-related | |||||||
2018 | $ | 78,000 | $ | 67,741 | ||||
2019 | 39,000 | 65,578 | ||||||
Total | $ | 117,000 | $ | 133,319 |
The ADM office totals approximately 550 square feet in area and is provided by the amendmentsCEO at no cost to the Company. The space is suitable for our current administrative needs, although we anticipate that we will require additional space in this Update clarifyorder to support the planned expansion of our workforce in sales, marketing and administration.
Rent expense for the six months ended June 30, 2018 and 2017 was $82,810 and $48,980, respectively. Rent expense included $39,000 and $32,651 for the related party for the six months ended June 30, 2018 and 2017, respectively.
Capital Leases
The Company leases equipment under leases classified as capital leases.
The following two aspects of Topic 606: identifying performance obligationsis a schedule showing the future minimum lease payments under capital leases by years and the licensing implementation guidance, while retainingpresent value of the minimum lease payments and of June 30, 2018. The interest rates related principles for those areas. Topic 606 includes implementation guidance on (a) contractsto the lease obligations are minimal, and the leases mature through November 2019.
Future minimum lease payments under these capital leases are as follows:
Non-related | ||||
2018 | $ | 38,161 | ||
2019 | 10,674 | |||
Total | 48,835 | |||
Less amount representing interest | - | |||
Present value of minimum lease payments | $ | 48,835 |
Franchise Agreement
The Company has a franchise agreement effective February 19, 2014 expiring in February 2024, with customers to transfer goods and services in exchange for consideration and (b) determining whether an entity’s promise to grant a license provides a customer with either a right to renew for an additional 5 years to operate stores and websites in the Company’s exclusive territory. The Company is obligated to pay 5% of gross revenue for use the entity’s intellectual property (which is satisfied at a point in time) or a right to access the entity’s intellectual property (which is satisfied over time). The amendments in this Update are intended render more detailed implementation guidance with the expectation to reduce the degree of judgement necessary to comply with Topic 606. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition.systems and manuals.
All other newly issued accounting pronouncements not yet effective have been deemed either immaterial or not applicable.During the six months ended June 30, 2018 and 2017, the Company paid $7,014 and $5,935 for the franchise agreement.
Uniform Supply Agreement
The Company has an agreement to be the exclusive provider of school uniforms and logos for a charter school. The Company is obligated to provide a 3% donation to the charter school for each school year. The agreement is for each school year ending through May 31, 2019.
During the six months ended June 30, 2018 and 2017, the Company paid $3,287 and $4,210 for the uniform supply agreement.
NOTE 35 – PROPERTY AND EQUIPMENT
Fixed assets, stated at cost, less accumulated depreciation at SeptemberJune 30, 20172018 and December 31, 20162017 consisted of the following:
September 30, 2017 | December 31, 2016 | |||||||
Equipment | $ | 10,489 | $ | 10,489 | ||||
Trucks | 35,000 | 35,000 | ||||||
Less: Accumulated Depreciation | (33,756 | ) | (27,813 | ) | ||||
Property and Equipment, net | $ | 11,733 | $ | 17,676 |
June 30, 2018 | December 31, 2017 | |||||||
Equipment | $ | 247,280 | $ | 244,649 | ||||
Furniture and fixtures | 15,330 | 15,330 | ||||||
Less: accumulated depreciation | (159,496 | ) | (142,718 | ) | ||||
Property and equipment, net | $ | 103,114 | $ | 117,261 |
Depreciation expense
Depreciation expense for each of the three and ninesix months ended SeptemberJune 30, 2018 and 2017 was $19,052 and 2016 was $1,981 and $5,943$24,778, respectively.
NOTE 46 – NOTE PAYABLE
On March 3, 2014, the Company purchased a vehicle to use for projects that require management to work extended stays on location. The Company paid $5,000 as a down payment and financed $30,015 with 4.122% APR due on March 10, 2021. The loan calls for monthly payments of $412.
As of SeptemberJune 30, 2017,2018, and December 31, 2016,2017, the Company has a note payable balance of $16,009$13,101 and $19,181,$-, respectively.
NOTE 7 – CONVERTIBLE NOTE PAYABLE
On March 5, 2018, the Company entered into a convertible promissory note. The funding to the Company is in tranches. On March 5, 2018, the Company received the first tranche of $48,697. The Company received $24,395 during the 3 months ended June 30, 2018. The Company will receive total funding of $106,092. The note and interest of $28,601 are due on March 5, 2019. The note is convertible into common stock at a price of 65% of the lowest three trading prices during the ten days prior to conversion.
The Company recorded a debt discount and derivative liability related to the variable conversion feature of the note. For the period ended June 30, 2018, the Company recorded amortization of the note discount of $9,995. The note balance was $73,092, less a discount of $44,491, at June 30, 2018.
NOTE 58 – RELATED PARTY TRANSACTIONS
The majority shareholder and director and officer of the Company has receivables due from him of $11,333 and $11,333 as of June 30, 2018 and December 31, 2017, respectively.
The sole director and officer is the owner of M & M (see Note 3) which leases the Haltom City, Texas facility to the Company. The monthly lease payment is currently $6,500. The Company incurred rent expense of $39,000 and $32,651, respectively, to M & M for the six months ended June 30, 2018 and 2017, respectively.
The Company has accounts payable to M&M of $- and $23,978 as of June 30, 2018 and December 31, 2017, respectively.
The Company has been provided office space by its chief executive officer, Ardell Mees, at no cost. Management has determined that such cost is nominal and did not recognize the rent expense in its financial statements. During the nine months ended September
As of June 30, 20172018, and the year ended December 31, 2016, the Chief Executive Officer2017, a related party advanced the Company $62,477$152,766 and $24,515.$0, respectively. The amounts are non-interest bearing and payable upon demand.
Employment Agreement
On January 3, 2015 and 2017, the Company executed a two-year employment agreement with Ardell D. Mees, the Company’s Chief Executive Officer and Chief Financial Officer. As compensation for services, Mr. Mees is to receive an annual base salary of $72,000. The amount payable to Mr. Mees at SeptemberJune 30, 20172018 and December 31, 20162017 was $87,892$119,132 and $75,408,$0 respectively.
NOTE 69 – STOCKHOLDERS’ EQUITY
Our Articles of Incorporation authorize the issuance of 800,000,000 shares of common stock and 80,000,000 shares of preferred stock, both $0.001 par value per share. There were 128,774,997 and 127,050,917129,315,500 outstanding shares of common stock at June 30, 2018 and noDecember 31, 2017. There were 2,000,000 and 0 outstanding shares of Preferredpreferred stock at Septemberas of June 30, 20172018 and December 31, 2016, respectively.
On May 30, 2017, the Company granted 2,250,0002017. Each share of preferred stock has 100 votes per share and is convertible into 10 shares of common shares valued at $562,000 for consulting services to a related party.stock. The $562,500 is being amortized over the one-year term on the contract. During the nine months ended September 30, 2017, the Company issued approximately 750,000 sharespreferred stock pays dividends equal with common stock and has preferential liquidation rights to common stock valued at approximately $187,500.holders.
Common shares issued and to be issued
On May 30, 2016, the Company granted 2,250,000 shares of common stock valued at $562,500 or $0.25 per share for consulting services to a related party. The $562,500 is being amortized over the one-year term on the contract. During the period ended September 30, 2017, the Company recognized consulting expense of $236,021 related to this grant.
On July 26, 2016, the Company granted 350,000 shares valued at $87,500 or $0.25 per share for consulting services.
NOTE 710 – CONCENTRATION OF CUSTOMER
For the three and nine months year ended September 30, 2016 the Company had one customer which amounted to 100%Concentration of their sales.Revenue
For the threesix months ended SeptemberJune 30, 2018 and 2017, the Company had one1 customer which amounted to 100%made up 16% and 11% of their sales.
For the nine months ended Septemberrevenues, respectively. No customers accounted for more than 10% of accounts receivable as of June 30, 2018 and 2017, the Company had three customers which amounted to 92% (48%, 31% and 14%) of their sales.respectively.
NOTE 11 – REVERSE ACQUISITION
On April 19, 2018, the Company acquired Just Right Products, Inc. (“JRP”), a Texas corporation. 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 60.8% of voting shares, thus there is a change of voting control.
The purchase price was estimated to be $520,000 based on a preliminary valuation of the equity interest of JRP which was transferred to the owners of ADM in the reverse acquisition (40% of JRP). The purchase price was allocated to the fair value of the assets and liabilities acquired including goodwill of $936,760. The Company is in the process of finalizing the valuation.
The following summarizes the allocation of the fair values assigned to assets and liabilities assumed:
Amount | ||||
Cash | $ | 8,411 | ||
Non-current assets | 4,905 | |||
Goodwill | 936,760 | |||
Current liabilities | (430,076 | ) | ||
Total purchase price | $ | 520,000 |
NOTE 12 – SUBSEQUENT EVENTS
The Company has evaluated subsequent events through the date the financial statements were issued and filed with the Securities and Exchange Commission. The Company has determined that there are no other such events that warrant disclosure or recognition in the financial statements, except as stated herein.
ITEM 2. |
SPECIAL NOTE CONCERNING FORWARD-LOOKING STATEMENTS
We believe that it is important to communicate our future expectations to our security holders and to the public. This Management'sreport, therefore, contains statements about future events and expectations which are “forward-looking statements” within the meaning of Sections 27A of the Securities Act of 1933 and 21E of the Securities Exchange Act of 1934, including the statements about our plans, objectives, expectations and prospects under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) containsOperations.” You can expect to identify these statements by forward-looking words such as “may,” “might,” “could,” “would,” “will,” “anticipate,” “believe,” “plan,” “estimate,” “project,” “expect,” “intend,” “seek” and other similar expressions. Any statement contained in this report that is not a statement of historical fact may be deemed to be a forward-looking statement. Although we believe that the plans, objectives, expectations and prospects reflected in or suggested by our forward-looking statements thatare reasonable, those statements involve known and unknown risks, significant uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by those forward-looking statements. You can identifythese forward-looking statements, by the use of the words may,and we can give no assurance that our plans, objectives, expectations and prospects will should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms. These statements are only predictions. In evaluating these statements, you should consider variousbe achieved.
Important factors which maythat might cause our actual results to differ materially from any forward-looking statements. Although we believe that the exceptions reflected inresults contemplated by the forward-looking statements are reasonable, we cannot guarantee futurecontained in the “Risk Factors” section of and elsewhere in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017 and in our subsequent filings with the Securities and Exchange Commission. The following discussion of our results levels of activity, performance or achievements. Therefore, actual results may differ materiallyoperations should be read together with our financial statements and adversely from those expressedrelated notes included elsewhere in any forward-looking statements. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.
RESULTS OF OPERATIONSthis report.
Working Capital
September 30, 2017 $ | December 31, 2016 $ | |||||||
Current Assets | 8,653 | 16,156 | ||||||
Current Liabilities | 314,159 | 235,824 | ||||||
Working Capital Deficit | (305,506 | ) | (219,668 | ) |
Cash FlowsCompany Overview
September 30, 2017 $ | September 30, 2016 $ | |||||||
Cash Flows used in Operating Activities | (66,807 | ) | (61,308 | ) | ||||
Cash Flows from Investing Activities | - | - | ||||||
Cash Flows provided by Financing Activities | 59,305 | 21,411 | ||||||
Net increase (decrease) in Cash During Period | (7,502 | ) | (39,897 | ) |
We began operations in 1988, under the ownership and control of Ardell Mees, who provided installation services to grocery decor design companies. As our reputation for excellent workmanship has grown, we have expanded our operations to serve a larger geographic region. On January 4, 2001, we incorporated in North Dakota as ADM Enterprises, Inc. On May 9, 2006, the Company changed both its name to ADM Endeavors, Inc. (“ADM Endeavors,” or the “Company,” “we,” “us,” or “our”) and its domicile to the state of Nevada. On July 1, 2008, the Company acquired all of the assets of ADM Enterprises, LLC (“ADM Enterprises”), a sole proprietorship owned by Ardell and Tammera Mees, in exchange for 10,000,000 newly issued shares of our common stock. As a result, ADM Enterprises became a wholly-owned subsidiary of Company. Even though the Company was incorporated on January 4, 2001, it had no operations until the share exchange agreement with ADM Enterprises on July 1, 2008. All business operations are those solely of the Company’s wholly-owned subsidiary, ADM Enterprises.
In May 2013, the Company amended its Articles of Incorporation to provide for an increase in its authorized share capital. The authorized common stock increased to 800,000,000 shares at a par value of $0.001 per share and preferred stock increased to 80,000,000 shares at a par value of $0.001 per share.
For the Three Months Ended June 30, 2018 and 2017
Revenues
Our revenue was $602,055 for the three months ended June 30, 2018, compared to $612,880 for the three months ended June 30, 2017, resulting in a decrease of $10,825. Historically, the second quarter sales are comparable year to year.
Operating Expenses
Operating RevenuesDirect costs of revenues were $338,416 and $393,610 for the three months ended June 30, 2018 and 2017, respectively resulting in a decrease of $55,194 partially due to the decrease in revenue as well as efficiencies in production.
For the three months ended SeptemberJune 30, 2017, the Company earned revenues of $1,0062018, our general and administrative expenses and marketing and selling expenses were $242,266 compared with $7,032to $233,617 for the three months ended September 30, 2016. For the nine months ended SeptemberJune 30, 2017, the Company earned revenuesresulting in an increase of $144,997 compared with $97,188 for the nine months ended September 30, 2016.
Operating Expenses and Net Loss
For the three months ended September 30, 2017, the Company incurred operating expenses of $184,518 compared with $341,882$8,649. As a result, net income was $14,174 for the three months ended SeptemberJune 30, 2016. The decrease of $157,364 is due largely2018, compared to a decrease in consulting expense of $134,292. For the nine months ended September 30, 2017, the Company incurred operating expenses of $622,009 compared with $695,667 for the nine months ended September 30, 2016. The decrease of $73,658 was due largely to a decrease in Consulting expense of $83,165.
For the three months ended September 30, 2017, the Company realized a net loss of $192,478 compared with a net loss of $345,170$14,347 for the three months ended SeptemberJune 30, 2016. 2017.
For the nineSix Months Ended June 30, 2018 and 2017
Revenues
Our revenue was $1,326,491 for the six months ended SeptemberJune 30, 2018, compared to $1,058,008 for the six months ended June 30, 2017, resulting in an increase was of $268,483 (25.4%), which reflects the Company realizedpositive impact of marketing and the increase in number of schools, and maximizing the search engine optimization. The first six months of the year has historically been significantly lower revenue than the second six months of the year due to the seasonality of certain products related to schools.
Operating Expenses
Direct costs of revenues were $805,928 and $643,057 for the six months ended June 30, 2018 and 2017, respectively. The increase of $162,871 (25.4%) was directly related to the increase of revenue.
For the six months ended June 30, 2018, our general and administrative expenses and marketing and selling expenses were $501,892 compared to $473,074 for the six months ended June 30, 2017, resulting in an increase of $28,818. As a result, net income was $11,474 for the six months ended June 30, 2018, compared to net loss of $511,957 compared with a net loss of $639,157$59,500 for the ninesix months ended SeptemberJune 30, 2016.2017.
The Company recorded net loss per share of $0.00 for the three months ended September 30, 2017 and 2016. The Company recorded and net loss per shares of $0.00 and $0.01 for the nine months ended September 30, 2017 and 2016, respectively.
Liquidity and Capital Resources
Liquidity and Capital Resources during the six months ended June 30, 2018 compared to the six months ended June 30, 2017
At September 30, 2017, the CompanyWe had cash and total assets of $8,458 and $20,386, respectively compared with cash of $15,960 and total assets of $33,832 as at December 31, 2016. The decrease in total assets was attributed to a decrease in cash and properties and equipment.
At September 30, 2017, the Company had total liabilities of $325,789 compared with total liabilities of $250,799 at December 31, 2016.
At September 30, 2017, the Company had a working capital deficit of $305,506 compared with a working capital deficit of $219,668 at December 31, 2016. The change in working capital deficit was due to an increase in losses and amounts due to related party.
Cash Flow from Operating Activities
During the period ended September 30, 2017, operating activities used $(66,807) compared with $(61,308) during the period ended September 30, 2016. The decrease in net cash provided by operations of $75,966 for the six months ended June 30, 2018, compared to cash provided by operations of $64,946 for the six months ended June 30, 2017. The positive cash flow from operating activities was duefor the six months ended June 30, 2018 is attributable to the decreaseCompany’s net income from operations of $11,474. Cash provided by operations for the six months ended June 30, 2017 is attributable to the Company’s increase in common stock issued for services.accrued liabilities of $82,371.
Cash Flow from Investing Activities
We had cash provided by investing activities of $8,411 for the six months ended June 30, 2018 and used cash in investing activities of $11,780 for the six months ended June 30, 2017.
During
We used cash in financing activities of $487 for the periodssix months ended SeptemberJune 30, 2017 and 2016,2018, compared to $50,450 for the Company’s cash position did not change due to investing activities.same period in 2017.
Cash Flow from Financing Activities
During the period ended September 30, 2017, cash flow provided by financing activities was $59,305 comparedWe will have to $21,411raise funds to pay for the period ended September 30, 2016. The increase was dueour expenses. We may have to proceeds receivedborrow money from shareholders or issue debt or equity or enter into a relatedstrategic arrangement with a third party. There can be no assurance that additional capital will be available to us. We currently have no arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources. Since we have no such arrangements or plans currently in effect, our inability to raise funds for our operations will have a severe negative impact on our ability to remain a viable company.
Going Concern
During the nine months ended September 30, 2017The accompanying unaudited financial statements and the year ended December 31, 2016 we incurred negative cash flow from operation. Wefactors within it, have not attained profitable operationsbeen prepared on a going concern basis, which contemplates the realization of assets and are dependent upon obtaining financing to expand ourthe satisfaction of liabilities in the normal course of business or to pursue any acquisitions. For these reasons, our auditors stated in their report on our audited annual financial statements that they have substantial doubt that we will be ableand the ability of the Company to continue as a going concern without further financing.for a reasonable period of time. The Company sustained net income of $11,474 and had cash provided by operating activities of $75,966 for the six months ended June 30, 2018. The Company had working capital deficit, stockholders’ equity and retained earnings of $328,058, $692,529 and $90,629, respectively, as of June 30, 2018. The Company’s continuation as a going concern is dependent upon its ability to generate revenues and its ability to continue receiving investment capital and loans from third parties to sustain its current level of operations. The Company is in the process of securing working capital from investors for common stock, convertible notes payable, and/or strategic partnerships. No assurance can be given that the Company will be successful in these efforts. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
Future Financings
On April 19, 2018, the Company acquired Just Right Products, Inc. (“JRP”), a Texas corporation. JRP was incorporated on January 17, 2010. The acquisition of 100% of JRP from Marc Johnson (“Johnson”) was through a stock exchange whereas the Company issued Johnson 2,000,000 shares of restricted Series A preferred stock (the “Acquisition Shares”). Each share of the Series A preferred stock is convertible into ten shares of common stock and each share has 100 votes on a fully diluted basis. The Acquisition Shares, after issuance, constitutes a change of control as Johnson, the receiver of the Acquisition Shares controls approximately 60.8% of the outstanding votes.
We will continue to rely on equity sales of our Common Shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund our operations and other activities.
Off-Balance Sheet Arrangements
Wecurrently have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.resources.
Critical Accounting Policies
Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S.accounting principles generally accepted accounting principlesin the United States of America requires managementus to make a number of estimates and assumptions that affect the reported amounts of assets and liabilities theand disclosure of contingent assets and liabilities at the date of the financial statementsstatements. Such estimates and assumptions affect the reported amounts of revenues and expenses during the reporting periods.
period. We regularly evaluate the accounting policies andbase our estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements. In general, management's estimates are based on historical experience, on information from third party professionals,experiences and on various other assumptions that are believedwe believe to be reasonable under the facts and circumstances. Actual results couldmay differ materially from these estimates under different assumptions and conditions. We continue to monitor significant estimates made during the preparation of our financial statements. On an ongoing basis, we evaluate estimates and assumptions based upon historical experience and various other factors and circumstances. We believe our estimates and assumptions are reasonable in the circumstances; however, actual results may differ from thosethese estimates made by management.under different future conditions.
Recently IssuedSee Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 1, “Summary of Significant Accounting PronouncementsPolicies” in our audited financial statements for the year ended December 31, 2017, included in our Annual Report on Form 10-K as filed on April 17, 2018, for a discussion of our critical accounting policies and estimates.
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
We are aA smaller reporting company, as defined by Rule 12b-2Item 10 of the Securities Exchange Act of 1934 and areRegulation S-K, is not required to provide the information underrequired by this item.
ITEM 4. | CONTROLS AND PROCEDURES |
Evaluation of Disclosure Controls and Procedures
DisclosureThe Securities and Exchange Commission defines the term “disclosure controls and procedures areprocedures” to mean a company’s controls and other procedures of an issuer that are designed to ensure that information required to be disclosed in ourthe reports filedthat it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the SEC'sSecurities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our companyan issuer in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to ourthe issuer’s management, including its principalchief executive and principalchief financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our managementThe Company maintains such a system of controls and procedures in an effort to ensure that all information which it is required to disclose in the reports it files under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified under the SEC’s rules and forms and that information required to be disclosed is accumulated and communicated to the chief executive and interim chief financial officer to allow timely decisions regarding disclosure.
As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our PrincipalChief Executive Officer and PrincipalChief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) underprocedures. Based on this evaluation, the Securities Exchange Act of 1934 ("Exchange Act"). Based upon that evaluation, our PrincipalChief Executive Officer and PrincipalChief Financial Officer have concluded that ourthe Company’s disclosure controls and procedures wereare not effective as of September 30, 2017, duesuch date. The Chief Executive Officer and Chief Financial Officer have determined that the Company continues to have the following deficiencies which represent a material weaknesses:
1. | The Company’s lack of independent directors, the Company intends to appoint additional independent directors; |
2. | Lack of in-house personnel with the technical knowledge to identify and address some of the reporting issues surrounding certain complex or non-routine transactions. With material, complex and non-routine transactions, management has and will continue to seek guidance from third-party experts and/or consultants to gain a thorough understanding of these transactions; |
3. | Insufficient personnel resources within the accounting function to segregate the duties over financial transaction processing and reporting; |
4. | Insufficient written policies and procedures over accounting transaction processing and period end financial disclosure and reporting processes. |
To remediate our internal control weaknesses, resulting frommanagement intends to implement the Board of Directors not currently having any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K, and controls were not designed and in place to ensure that all disclosures required were originally addressed in ourfollowing measures:
● | The Company will add sufficient number of independent directors to the board and appoint additional member(s) to the Audit Committee. | |
● | The Company will add sufficient accounting personnel to properly segregate duties and to effect a timely, accurate preparation of the financial statements. | |
● | The Company will hire staff technically proficient at applying U.S. GAAP to financial transactions and reporting. | |
● | Upon the hiring of additional accounting personnel, the Company will develop and maintain adequate written accounting policies and procedures. |
The additional hiring is contingent upon The Company’s efforts to obtain additional funding through equity or debt and the results of its operations. Management expects to secure funds in the coming fiscal year but provides no assurances that it will be able to do so.
Changes in Internal Control overOver Financial Reporting
OurThere are no changes in our internal controls over financial reporting other than as described elsewhere herein.
Limitations on the Effectiveness of Controls
The Company’s management, has also evaluatedincluding the CEO and CFO, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of the control system must reflect that there are resource constraints and that the benefits must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there have beencan be no significantassurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in our internal controlsconditions or deterioration in other factors that could significantly affect those controls subsequent to the datedegree of our last evaluation.
The Company is not required by current SEC rules to include, and does not include, an auditor's attestation report. The Company's registered public accounting firm has not attested to Management's reports on the Company's internal control over financial reporting.compliance with policies or procedures.
ITEM 1. | LEGAL PROCEEDINGS. |
We know ofThere are no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which we are a party or in which any of our director, officerdirectors, officers or affiliates, any affiliates,owner of record or beneficiary of more than 5% of any registered or beneficial shareholder,class of our voting securities is ana party adverse partyto us or has a material interest adverse to our interest.us. Our property is not the subject of any pending legal proceedings.
ITEM 1A. | RISK FACTORS. |
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. |
Other than as previously disclosed, we did not issue anyDuring the quarter ending June 30, 2018, the Company issued no unregistered securities during the quarter.securities.
Other than as previously disclosed, we did not issue any unregistered securities subsequent to the quarter.
ITEM 3. | DEFAULTS UPON SENIOR SECURITIES. |
None.
ITEM 4. | MINE SAFETY DISCLOSURES. |
Not Applicable.
ITEM 5. | OTHER INFORMATION. |
None.
ITEM 6. | EXHIBITS |
*Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
ADM ENDEAVORS, INC. | ||
Dated: | /s/Ardell Mees | |
By: | ||
Its: | Chief Executive Officer and Chief Financial Officer |
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.
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