(TheSee accompanying notes are an integral part of theseto unaudited condensed consolidated financial statements)statements.

ADM ENDEAVORS, INC.Endeavors, Inc.

Condensed and Subsidiaries

Consolidated Statements of Operations

(unaudited)

See accompanying notes to unaudited consolidated financial statements.

ADM Endeavors, Inc.

and Subsidiaries

Consolidated Statement of Shareholders’ Equity

September 30, 2020

(unaudited)

See accompanying notes to unaudited consolidated financial statements.

ADM Endeavors, Inc.

and Subsidiaries

Consolidated Statements of Cash FlowFlows

(Unaudited)For the Nine Months Ended September 30,

(unaudited)

(TheSee accompanying notes are an integral part of theseto unaudited condensed consolidated financial statements)statements.

ADM ENDEAVORS, INC.

and Subsidiaries

Notes to the Condensed Consolidated Financial Statements

September 30, 20172020

(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 owned subsidiary of the Company. Even though the Company was incorporated on January 4, 2001, it had no operations until the share exchange agreement with ADM Enterprises LLC on July 1, 2008. AllADM provides installation services to grocery décor and design companies primarily in North Dakota.

In May 2013, the Company amended its Articles of Incorporation to provide for an increase in its authorized share capital. The authorized common stock increased to 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 solelyin North Dakota, specifically, ADM Enterprises (the “Disposed Company”). The Company has reached a settlement with Ardell Mees to provide him with the assets of the Disposed Company and in exchange, Mr. Mees will assume all liabilities of the Disposed Company. As part of the transaction, Mr. Mees resigned from all positions with the Company and, in a private transaction, sold a significant portion of his ownership in the Company to Marc Johnson. The Company and Mr. Mees entered into an indemnification agreement whereby Mr. Mees indemnified the Company for any liabilities of the Disposed Company.

The Company has been affected negatively by COVID-19 as a significant portion of the Company’s wholly owned subsidiary ADM Enterprises, LLC.

Basissales are for school uniforms which, due to COVID-19 and the closing of Presentation

The accompanying unaudited interim financial statements ofschools nationwide, should have a negative impact on the Company’s financials. Additionally, the Company have been preparedexperienced delivery delays during the first quarter of 2020 due to slowed production in accordance with accounting principles generally accepted in the United States 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 ofChina due to COVID-19, but 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 aredoes not necessarily indicative of the results to be expected for the full year. Notesexpect this will significantly impact gross sales due to the financial statements which would substantially duplicatediverse growth the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form 10-K, have been omitted.Company is experiencing.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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

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

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

Principles of Consolidation

The accompanying condensedunaudited consolidated financial statements include all of the accounts of the Company and its wholly-ownedwholly owned subsidiary, AMD Enterprises, LLCJRP, at September 30, 2017 and December 31, 2016 and for the periods ended September 30, 2017 and 2016.2020. 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 principlesU.S. GAAP requires management to make use of certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities atas of the date of the financial statementsConsolidated Financial Statements and the reported amounts of revenuesrevenue and expenses during the reporting period. Accordingly, actualreported periods. The Company bases its estimates on historical experience and on various other assumptions that management believes are reasonable under the circumstances, the results of which form the basis for making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates. SuchSignificant estimates include management’s assessmentsare related to allowance for doubtful accounts, goodwill, derivative liability, stock-based compensation and deferred tax valuations.

Stock-Based Compensation

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

Cash equivalentsEquivalents

The Company considers all highly liquid investments with an original maturity of threenine months or less when purchased to be cash equivalents. At September 30, 20172020 and December 31, 2016,2019, the Company had no cash equivalents. Included in assets attributable to discontinued operations is $0 and $12,758 of cash as of September 30, 2020 and December 31, 2019, respectively.

Allowance for Doubtful Accounts

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

Inventory

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

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

Derivative Instruments

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

Fair Value of Financial Instruments

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

We follow accounting guidance for financial and non-financial assets and liabilities. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. This guidance does not apply to measurements related to share-based payments. This guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of 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:

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 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, and accounts payable, approximate their 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 arrangements at September 30, 2017 and December 31, 2016.

The Company had no assets or liabilities other than derivative liabilities measured at fair value on a recurring basis at September 30, 20172020 and December 31, 2016.2019.

Property and EquipmentFixed Assets

Property and equipmentFixed assets are recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation is computed by the straight-line method over the assets estimated useful life of three (3) years for equipment, (5) years for automobile, and (7) years for furniture and fixtures.life. Upon the sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in consolidated statements of operations.

Goodwill

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

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

Impairment of long-lived 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 September 30, 20172020 and December 31, 2016.2019.

Revenue recognitionRecognition

The Company follows paragraph 605-10-S99-1We recognize revenue for merchandise sales, net of expected returns and sales tax, at the time of in-store purchase or delivery of the FASB Accounting Standards Codificationproduct to our customer. When merchandise is shipped to our guests, we estimate receipt based on historical experience. Revenue is deferred and a liability is established for revenue recognition. The Company recognizes revenue when itsales 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 realized or realizable and earned. The Company considers revenue realized or realizable and earned when allaccepted at the point of sale. When we receive payment before the guest has taken possession of the following criteriamerchandise, the amount received is recorded as deferred revenue until the transaction is complete. Our performance obligations for unfulfilled merchandise orders are met: (i) persuasive evidencetypically satisfied within one week. Shipping and handling fees charged to guests relate to fulfilment activities and are included in net sales with the corresponding costs recorded in cost of an arrangement exists, (ii)sales.

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

Stock-Based CompensationCost of Sales

In December 2004,Cost of sales includes the FASB issued FASB Accounting Standards Codification No. 718,Compensation – Stock Compensation. Under FASB Accounting Standards Codification No. 718,actual cost of merchandise sold and services performed; the Company measurescost 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 compensation costsoperating cost and depreciation of share-based compensation arrangements based on the grant-date fair valueour sourcing and recognizes the costs in the financial statements over the period during which employees are required to provide services. Share-based compensation arrangements include stock options, restricted share plans, performance-based awards, share appreciation rightsdistribution network 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 of the fair value of the instruments at the measurement date. In general, 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.online fulfilment centers.

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 potentiallyThe 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 periodsnine months ended September 30, 20172020 and 2016.2019:

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 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. 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 September 30, 2020 and December 31, 2019. Interest and penalties, if any, related to unrecognized tax benefits would be recognized as interest expense. The Company does not have any accrued interest or penalties associated with unrecognized tax benefits, nor was any significant interest expense recognized during the periods ended September 30, 2020 and 2019.

Recently issued accounting pronouncements

In February 2016, the FASB issued ASU 2016-02,Leases, which will amend current lease accounting to require lessees to recognize (i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis, and (ii) a right-of-use asset, which 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 years beginning after December 15, 2018, including interim periods within those fiscal years. Adoption of this ASU is expected to result in the recognition of right-of-use assets and related obligations.Segment Information

In April 2016, the FASB issued ASU 2016–10 Revenue from Contractaccordance with Customers (Topic 606): identifying Performance Obligations and Licensing. The amendments in this Update do not change the core principle of the guidance in Topic 606. Rather, the amendments in this Update clarify the following two aspects of Topic 606: identifying performance obligations and the licensing implementation guidance, while retaining the related principles for those areas. Topic 606 includes implementation guidance on (a) contracts 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 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 ASUASC 280-10, “Disclosures about Segments of an Enterprise and Related Information,” the Company is required to report financial and descriptive information about its reportable operating segments. The Company has one operating segment as of September 30, 2020 and December 31, 2019.

Effect of Recent Accounting Pronouncements

Recently Issued Accounting Standards Not Yet Adopted

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

All other newly issued accounting pronouncements not yet effective have been deemed either immaterial or not applicable.statements.

NOTE 3 – PROPERTYGOING CONCERN

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

NOTE 4 – COMMITMENTS AND EQUIPMENTCONTINGENCIES

Legal Matters

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

Franchise Agreement

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

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

Uniform Supply Agreement

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

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

NOTE 5 – FIXED ASSETS

Fixed assets and finance lease right of use assets, stated at cost, less accumulated depreciation at September 30, 20172020 and December 31, 20162019 consisted of the following:

Depreciation expense

Depreciation expense for each of the three and nine months ended September 30, 20172020 and 20162019 was $1,981$50,547 and $5,943$35,456, respectively.

NOTE 46 – CONVERTIBLE NOTE PAYABLE AND NOTES PAYABLE

Convertible Notes Payable

On March 3, 2014,April 1, 2018, the Company purchasedassumed a vehicle to use for projects that require management to work extended stays on location.convertible promissory note in connection with the reverse acquisition. The funding was in tranches whereby the Company assumed the first tranche of $48,697. The Company paid $5,000received the remaining tranches totaling $57,395 during the year ended December 31, 2018. The Company received total funding of $106,092 as of December 31, 2018. The note had fees of $53,046 which were recorded as a down paymentdiscount to the convertible promissory note and financed $30,015 with 4.122% APR due on March 10, 2021.are being amortized over the life of the loan using the effective interest method. The loan calls for monthly paymentsCompany recorded interest expense of $412.$0 during the nine months ended September 30, 2020.

The note is convertible into common stock at a price of 35% of the lowest three trading prices during the ten days prior to conversion. As of September 30, 2017,2020, the convertible debt would convert to 5,511,273 common shares.

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

Derivative liabilities

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

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

Notes Payable

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

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

NOTE 7 – FINANCE LEASES

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

NOTE 8 – ACCRUED EXPENSES

The Company had total accrued expenses of $16,009$148,067 and $19,181,$201,790 as of September 30, 2020 and December 31, 2019, respectively. See breakdown below of accrued expenses as follows:

NOTE 59 – RELATED PARTY TRANSACTIONS

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

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

The Company has been provided office space by its chief executive officer, Ardell Mees, at no cost. Management has determined that such cost is nominal and did not recognize the rent expense in its financial statements. During the nine months ended September 30, 2017

The Company had expenses of approximately $15,985 related to Ardell Mees and family for the year ended December 31, 2016,2019, respectively. These expenses are considered compensation and are included in discontinued operations.

In April 2020, Marc Johnson advanced $40,000 to the Chief Executive Officer advancedCompany. The advance was repaid in May 2020.

On July 28, 2020, Just Right Products, Inc., a wholly owned subsidiary of ADM Endeavors, Inc. (collectively, the “Company”) entered into an asset purchase agreement (the “APA”) with M&M Real Estate, Inc. (“M&M”). M&M is owned by Marc Johnson, the Company’s CEO, CFO and Chairman. The Company $62,477utilized the APA to acquire 10.4 acres of land with a cost basis of $498,000 from M&M. It is anticipated that this land will be used this year for the construction of the Company’s corporate office and $24,515.expanded operational facilities. The Company compensated M&M in the amount of 22,232,143 shares of common stock of the Company.

Employment Agreementand Consulting Agreements

On January 3, 2015 and 2017,In April 2018, the Company executed a two-year employment agreement with Ardell D. Mees, the Company’s Chief Executive Officer and Chief Financial Officer. As compensation for services, Mr. Mees is to receive an annual base salary of $72,000. The amount payable to$60,000. On December 31, 2019, Mr. Mees atwaived all balances due to him.

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

On May 1, 2018, the Company entered into a consulting agreement for financial services and business development for a term of one year and agreed to issue 2,250,000 common shares earned on a monthly basis to a former officer’s family member. On January 9, 2019, the Company issued the shares of common stock. The Company incurred stock compensation expense of $0 for the nine months ended September 30, 20172020 and December 31, 2016$112,500 as of September 30, 2019. In 2020 the Company issued 4,500,000 shares of common stock related to the current and prior agreements.

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

On January 9, 2020, Motasem Khanfur, the controller of the Company, was $87,892appointed as chief financial officer of the Company. As part of his compensation, Mr. Khanfur was awarded 500,000 shares of common stock.

On January 9, 2020, Sarah Nelson was appointed as chief operating officer and $75,408, respectively.director of the Company. As part of her compensation, Ms. Nelson was awarded 1,000,000 shares of common stock.

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

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

NOTE 610 – 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 bothwith $0.001 par valuevalues per share. There were 128,774,997163,652,143 and 127,050,917136,920,000 outstanding shares of common stock at September 30, 2020 and noDecember 31, 2019, respectively. There were 2,000,000 outstanding shares of Preferredpreferred stock atas of September 30, 20172020 and December 31, 2016,2019, respectively. Each share of preferred stock has 100 votes per share and is convertible into 10 shares of common stock. The preferred stock pays dividends equal with common stock and has preferential liquidation rights to common stockholders.

On May 30, 2017,1, 2018, the Company grantedentered into a consulting agreement for financial services and business development for a term of one year and agreed to issue 2,250,000 common shares valued at $562,000earned on a monthly basis to an officer’s family member. On January 9, 2019, the Company issued the shares of common stock. The Company incurred stock compensation expense of $0 for consulting services to a related party. The $562,500 is being amortized over the one-year term on the contract. During the nine months ended September 30, 2017,2020 and $112,500 as of September 30, 2019. In 2020 the Company issued approximately 750,0004,500,000 shares toof common stock valued at approximately $187,500.related to the current and prior agreements.

Common

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

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

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

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

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

On May 30, 2016,2020, the Company grantedentered into a consulting agreement for financial services and business development for a term of one year and agreed to issue 2,250,000 common shares earned on the date of issuance. The Company will amortize the stock compensation on a monthly basis in the amount of $13,125. As of September 30, 2020, the Company has recorded an expense of $52,500.

On July 28, 2020, Just Right Products, Inc., a wholly owned subsidiary of ADM Endeavors, Inc. (collectively, the “Company”) entered into an asset purchase agreement (the “APA”) with M&M Real Estate, Inc. (“M&M”). M&M is owned by Marc Johnson, the Company’s CEO, CFO and Chairman. The Company utilized the APA to acquire 10.4 acres of land with a cost basis of $498,000 from M&M. It is anticipated that this land will be used this year for the construction of the Company’s corporate office and expanded operational facilities. The Company compensated M&M in the amount of 22,232,143 shares of common stock valued at $562,500 or $0.25 per share for consulting services to a related party. The $562,500 is being amortized overof 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.Company.

On July 26, 2016,September 24, 2020, the Company granted 350,000issued 500,000 shares of common stock to legal counsel for services. The shares were valued at $87,500 or $0.25 per share for consulting services.$40,000 and were expensed.

NOTE 711 – CONCENTRATION OF CUSTOMERCUSTOMERS

For the three and nine months year ended September 30, 2016 the Company had one customer which amounted to 100%Concentration of their sales.

For the three months ended September 30, 2017 the Company had one customer which amounted to 100% of their sales.Revenue

For the nine months ended September 30, 20172020, one customer made up 52% of revenues and for the nine months ended September 30, 2019 two customers made up 54% of revenues, respectively. One customer accounted for 64% of accounts receivable as of September 30, 2020. There were no customers that accounted for more than 10% of accounts receivable as of December 31, 2019.

NOTE 12 – LEASE LIABILITY

Finance Leases

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

Operating Leases

The Company leases office space. Leases with an initial term of 12 months or less are not recorded on the balance sheet. Leases with initial terms in excess of 12 months are recorded as operating or financing leases in our consolidated balance sheet. Lease expense is recognized on a straight-line basis over the term of the lease. For leases beginning in 2018 and later, the Company had three customers which amountedaccounts for lease components separately from the non-lease components. Most leases include one or more options to 92% (48%, 31%renew. The exercise of the lease renewal options is at the sole discretion of the Company. The depreciable life of the assets and 14%)leasehold improvements are limited by the expected lease term, unless there is a transfer of their sales.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.

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

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

NOTE 13 – DISCONTINUED OPERATIONS

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

Reconciliation of the Items Constituting Profit and (Loss)

from Discontinued Operations

For the Nine Months Ended September 30,

(unaudited)

NOTE 14 – SUBSEQUENT EVENTS

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

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

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

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

SPECIAL NOTE CONCERNING FORWARD-LOOKING STATEMENTS

We believe that it is important to communicate our future expectations to our security holders and to the public. This 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, 2019 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

Cash FlowsCompany Overview

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

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

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

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

For the Three Months Ended September 30, 2020 and 2019

Revenues

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