UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

FORM 10-Q

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

For the quarterly period ended September 30, 20172023

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

For the transition period from ______ to _______

Commission File Number 333-191618000-56047

ADM ENDEAVORS, INC.

(Exact name of registrant as specified in its charter)

2021 N. 3^RD Street5941 Posey Lane

Bismarck, North Dakota 58501Haltom City, Texas76117

(Address of principal executive offices)

(701) 226-9058(817)840-6271

(Registrant’s telephone number)

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

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.Yes ☒ No ☐

[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).Yes ☒ No ☐

[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, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”filer,” “smaller reporting company,” and “smaller reporting“emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

[  ] Yes [X] No

As of November 15, 2017,14, 2023, there were 128,744,997156,537,143 shares of the registrant’s $0.001 par value common stock issued, issuable, and outstanding.

ADM ENDEAVORS, INC.

PART I -– FINANCIAL INFORMATION

TABLE OF CONTENTS

ITEM 1. FINANCIAL STATEMENTS

ADM ENDEAVORS, INC.Endeavors, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(Unaudited)

(The

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

ADM ENDEAVORS, INC.

Condensed Consolidated Statements of Operations

(Unaudited)

(The accompanying notes are an integral part of these unaudited condensed consolidated financial statements)

ADM Endeavors, Inc. and Subsidiaries

Consolidated Statements of Operations

For the Three and Nine Months Ended September 30, 2023 and 2022

(Unaudited)

See accompanying notes to unaudited consolidated financial statements.

ADM ENDEAVORS, INC.Endeavors, Inc. and Subsidiaries

Condensed Consolidated Statements of Shareholders’ Equity

For the Nine Months Ended September 30, 2023 and 2022

(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, 2023 and 2022

(Unaudited)

(The

See 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, 20172023

(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 were 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 thoughADM then provided installation services to grocery décor and design companies primarily in North Dakota.

On April 19, 2018, the Company acquired Just Right Products, Inc. (“JRP”), a Texas corporation. JRP was incorporated on January 4, 2001, it had no operations until17, 2010. The acquisition of 100% of JRP from its sole shareholder, Marc Johnson, was through a stock exchange whereby the share exchange agreement with ADM Enterprises, LLC on July 1, 2008. All business operations are those solelyCompany issued 2,000,000 shares of restricted Series A preferred stock (the “Acquisition Shares”) to Mr. Johnson in consideration of the Company’s wholly owned subsidiary ADM Enterprises, LLC.

Basisacquisition of Presentation

100% of JRP from Mr. Johnson. 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 accompanying unaudited interim financial statementsAcquisition Shares represented 61% of the voting shares of the Company, have been preparedand thus there was a change of voting control in accordanceconnection with accounting principles generally acceptedthe transaction, and the transaction was accounted for as a reverse acquisition.

On April 27, 2023, the Company entered into an Asset Purchase Agreement with Innovative Impressions, Inc., a Texas corporation (the “Seller”), pursuant to which the Company acquired (the “Acquisition”) embroidery equipment, inventory, and related assets from the Seller.

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 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 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 three and nine month periods ended September 30, 2023 and 2022 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, 2022, was derived from the audited financial statements included in the Company’s financial statements as of and for the year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 29, 2023. 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 2016.2023. 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, 20172023, and December 31, 2016,2022, the Company had no cash equivalents. Periodically, the Company may carry cash balances at financial institutions in excess of the federally insured limit of $250,000. The amount in excess of the FDIC insurance at September 30, 2023, was $243,200. The Company has not experienced losses on these accounts and management believes, based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant.

FairAllowance for Doubtful Accounts

The Company establishes an allowance for doubtful accounts to ensure trade and notes receivable are not overstated due to non-collectability. The Company’s allowance is based on a variety of factors, including age of the receivable, significant one-time events, historical experience, and other risk considerations. The Company had no allowance at September 30, 2023, and December 31, 2022. The Company had bad debt expense of $4,408 and $1,340 for the nine months ended September 30, 2023, and 2022, 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 $231,841 and $168,082 as of September 30, 2023, and December 31, 2022, respectively.

Four vendors accounted for approximately 82% of inventory purchases during the nine months ended September 30, 2023. Three vendors accounted for approximately 66% of inventory purchases during the nine months ended September 30, 2022.

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 Other Income (Expense) of the consolidated statements of operations.

Fair Value of Financial Instruments

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

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

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

The Fair Value Topic defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. It requires that valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs. It also establishes a fair value hierarchy, which prioritizes the valuation inputs into three broad levels.

The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

A) Market approach—Uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. Prices may be indicated by pricing guides, sale transactions, market trades, or other sources;

B) Cost approach—Based on the amount that currently would be required to replace the service capacity of an asset (replacement cost); and

C) Income approach—Uses valuation techniques to convert future amounts to a single present amount based on current market expectations about the future amounts (includes present value techniques, and option-pricing models). Net present value is an income approach where a stream of expected cash flows is discounted at an appropriate market interest rate.

Level 1: Quoted market prices available in active markets for identicalCompany had no assets or liabilities as of the reporting date. An active market for an asset or liability is a market in which transactions for the asset or liability occur with significant frequency and volume to provide pricing information on an ongoing basis.

Level 2: Observable inputs other than Level 1 inputs. Example of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3: Unobservable inputs based on the Company’s assessment of the assumptions that are market participants would use in pricing the asset or liability.

The carrying amount of the Company’s financial assets and liabilities, such as cash, accounts receivable, 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 orderivative liabilities measured at fair value on a recurring basis at September 30, 20172023, and December 31, 2016.2022.

Property and EquipmentFixed Assets

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

SCHEDULE OF ESTIMATED USEFUL LIVE OF FIXED ASSETS

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 2023 or 2022 as a result of our qualitative assessments over our single reporting segment.

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

Impairment of long-lived assetsLong-lived Assets

The Company follows paragraph 360-10-05-4 of the FASB Accounting Standards 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, 20172023 and December 31, 2016.2022.

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.

Cost of Sales

Cost of sales includes the product has been shippedactual 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 services have been rendered to the customer, (iii) the sales price is fixed or determinable,operating cost and (iv) collectability is reasonably assured. In addition, the Company records allowances for accounts receivable that are estimated to not be collectible.depreciation of our sourcing and distribution network and online fulfilment centers.

Stock-Based Compensation

Net Income per Share

In December 2004, the FASB issued FASB Accounting Standards Codification No. 718,Compensation – Stock Compensation. Under FASB Accounting Standards Codification No. 718, the Company measures the compensation costs of share-based compensation arrangements based on the grant-date fair value 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 rights and employee share purchase plans. As such, compensation cost is measured on the date of grant at their fair value. Such compensation amounts, if any, are amortized over the respective vesting 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.

Net loss per share

The Company computes basic and diluted lossincome per share amounts pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic lossincome per share is computed by dividing net lossincome 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 lossincome per share is computed by dividing net lossincome 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 forconvertible securities and preferred stock is reflected in diluted earnings per share by application of the periodsif-converted method.

During the three and nine months ended September 30, 20172023 and 2016.2022, 8,893,496 and 5,226,207 shares issuable upon the conversion of convertible note, respectively, 20,000,000 shares issuable upon the conversion of preferred shares, were considered for their dilutive effects but were determined to be 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 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.

Recently issued accounting pronouncements

In February 2016, the FASB issued ASU 2016-02,Leases, whichCompany will amend current lease accountingbe able to require lesseessustain a position taken on an income tax return. The Company has no liability for uncertain tax positions as of September 30, 2023, and December 31, 2022. Interest and penalties, if any, related 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 2016-02unrecognized tax benefits would be recognized as interest expense. The Company does not significantly change lease accounting requirements applicable to lessors; however, certain changes were made to align, where necessary, lessor accountinghave any accrued interest or penalties associated with unrecognized tax benefits, nor was any significant interest expense recognized during the periods ended September 30, 2023 and 2022.

Segment Information

In accordance with the lesseeprovisions of ASC 280-10, “Disclosures about Segments of an Enterprise and Related Information,” the Company is required to report financial and descriptive information about its reportable operating segments. The Company has one operating segment as of September 30, 2023, and December 31, 2022.

Effect of Recent Accounting Pronouncements

Recently Issued Accounting Standards Not Yet Adopted

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

NOTE 3 – COMMITMENTS AND CONTINGENCIES

Legal Matters

From time to time, we may be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Adoptioninvolved in litigation relating to claims arising out of this ASU is expected to resultour operations in the recognitionnormal course of right-of-use assets and related obligations.business. As of November 14, 2023, there were no pending or threatened lawsuits.

In April 2016, the FASB issued ASU 2016–10 Revenue from Contract with Customers (Topic 606): identifying Performance Obligations and Licensing.

Franchise Agreement

The amendmentsCompany has a franchise agreement effective February 19, 2014, expiring 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) contractsFebruary 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 five years to operate stores and websites in the Company’s exclusive territory. The Company is obligated to pay 5% of gross revenue for use of systems and manuals.

During the entity’s intellectual property (which is satisfied at a point in time) or anine months ended September 30, 2023, and 2022, the Company paid $60,072 and $62,495, respectively, for the franchise agreement.

NOTE 4 – FIXED ASSETS

Fixed assets and finance lease 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.

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

NOTE 3 – PROPERTY AND EQUIPMENT

Fixeduse assets, stated at cost, less accumulated depreciation at September 30, 20172023, and December 31, 20162022, consisted of the following:

SCHEDULE OF FIXED ASSETS AND FINANCE LEASE RIGHT OF USE ASSETS

Depreciation expense

Depreciation expense for each of the three and nine months ended September 30, 20172023, and 20162022, was $1,981$45,877 and $5,943$26,618, respectively.

NOTE 45 –CONVERTIBLE NOTE PAYABLE AND NOTES PAYABLE

Convertible Notes Payable

On April 1, 2018, the Company assumed a convertible promissory note in connection with the reverse acquisition. The Company received total funding of $106,092 as of December 31, 2018. The note had fees of $53,046 which were recorded as a discount to the convertible promissory note and are being amortized over the life of the loan using the effective interest method. The maturity of the note is March 5, 2023. On March 3, 2014,5, 2023, the Company purchasednote was extended to September 5, 2023.

The note is convertible into common stock at a vehicleprice of 35% of the lowest three trading prices during the ten days prior 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.

conversion. As of September 30, 2017,2023, the convertible debt was convertible into 8,893,496 common shares.

The note balance was $106,092 as of September 30, 2023, and December 31, 2016,2022.

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 following table presents information about the Company’s liabilities measured at fair value on a recurring basis and the Company’s estimated level within the fair value hierarchy of those assets and liabilities as of September 30, 2023, and December 31, 2022:

SCHEDULE OF FAIR VALUE LIABILITIES MEASURED ON RECURRING BASIS

As of September 30, 2023, and December 31, 2022, the derivative liability was calculated using the Black-Scholes method over the expected terms of the convertible debt and the following assumptions: volatility of 100%, exercise price of $0.0119 and $0.0155, and risk-free rate of 5.47% and 5.53%, respectively. Included in gain on change in fair value of derivative liabilities in the accompanying consolidated statements of operations is expense arising from the gain on change in fair value of the derivatives of $74,301 and a derivatives loss of $13,866 during the nine months ended September 30, 2023, and 2022, respectively.

SCHEDULE OF DERIVATIVE LIABILITIES AT FAIR VALUE

Notes Payable

On October 25, 2022, the Company hasentered into a secured promissory note in the amount up of $4,618,960. The note is secured by the deed of trust on the property and bears interest at 5.5% and is due on October 25, 2032. On October 25, 2027, the rate shall be adjusted to the daily rate reported in the Credit Markets section (or similar section) of The Wall Street Journal as the U.S. “Prime Rate” (“Index”), as announced from time to time, without notice to Maker, plus one percent (1.00%) (the sum being the “Adjusted Rate”); provided that in no event shall the Rate or Adjusted Rate exceed the lesser of eighteen percent (18%) per annum or the maximum rate permitted under applicable law. Monthly payments of accrued and unpaid interest shall commence on November 25, 2022, and continue on the same date of each succeeding calendar month through and including April 25, 2024. Thereafter, monthly principal and interest (“Payments”) in the amount of $26,458.87, which is an amount necessary to amortize the stated principal balance. The Company recorded $94,072 of loan cost as a debt discount and will be amortized over the life of the note. During the nine months ended September 30, 2023, the Company capitalized $7,030 of loan costs and $52,398 of interest related to this note. As of September 30, 2023, the loan balance was $1,228,630, net of $85,316 of debt discount.

On April 27, 2023, the Acquisition (as defined in Note 11 below) closed, and the Company issued the Note (as defined in Note 11 below) to the Seller’s principal, Robert Breese. The Company entered into a Pledge and Security Agreement with Mr. Breese (the “Security Agreement”), and the parties agreed that the Acquisition would be considered effective as of May 1, 2023. The Note does not bear interest except upon default, and it is payable in 24 equal consecutive monthly installments of $8,333 beginning May 1, 2023, with the final payment due on April 1, 2025. Pursuant to the Security Agreement, the Company’s payment obligations under the Note are secured by a security interest in the Assets granted to Mr. Breese. The Company recorded $56,363 of loan cost as a debt discount and will be amortized over the life of the note. During the nine months ended September 30, 2023, the Company amortized $12,028 of debt discount related to this note. As of September 30, 2023, the loan balance was $155,665, net of $44,335 of debt discount.

As of September 30, 2023, the secured notes payable balance was $1,384,294, consisting of $16,009long term notes payable of $1,242,628 and $19,181,current portion of notes payable of $141,667. As of December 31, 2022, the secured notes payable balance was $1,075,957, consisting of long term notes payable of $1,075,957 and current portion of notes payable of $0.

NOTE 6 – ACCRUED EXPENSES

The Company had total accrued expenses of $329,247 and $316,349 as of September 30, 2023, and December 31, 2022, respectively. See breakdown below of accrued expenses:

SCHEDULE OF ACCRUED EXPENSES

NOTE 57 – RELATED PARTY TRANSACTIONS

The majority shareholder, director and officer, is the owner of M & M Real Estate, Inc. (“M & M”). M & M leases the Haltom City, Texas facility to the Company. The monthly lease payment, under a month-to-month lease, is currently $6,500. The Company has been provided office space by its chief executive officer, Ardell Mees, at no cost. Management has determined that such cost is nominalincurred lease expense, including equipment rental expense of $68,750 and did not recognize the rent expense in its financial statements. During$66,110 to M & M for the nine months ended September 30, 20172023, and the year ended December 31, 2016, the Chief Executive Officer advanced the Company $62,477 and $24,515.2022, respectively.

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 September 30, 2017 and December 31, 2016 was $87,892 and $75,408, respectively.

NOTE 68 – 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$0.001 par value per share. There were 128,774,997156,537,143 and 127,050,917153,652,143 outstanding shares of common stock at September 30, 2023, and noDecember 31, 2022, respectively. There were 2,000,000 outstanding shares of Preferredpreferred stock atas of September 30, 20172023, and December 31, 2016,2022, 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,April 1, 2023, the Company granted 2,250,000 common shares valued at $562,000 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, the Companyentered into an investor relations agreement and issued approximately 750,000 shares to common stock valued at approximately $187,500.

Common shares issued and to be issued

On May 30, 2016, the Company granted 2,250,000300,000 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 endedfrom April 1, 2023, through September 30, 2017, the2023. The Company recognized consulting$15,900 of expense of $236,021 related to this grant.agreement.

On July 26, 2016,April 27, 2023, the Company granted 350,000also entered into an Independent Consulting Agreement with Mr. Breese, pursuant to which (i) Mr. Breese would provide embroidery industry consulting and sales services to the company for an initial term of two years, and (ii) Mr. Breese would be paid 20% sales commissions and $100,000 of Company stock, valued as of May 1, 2023, which totaled 2,585,000 shares valued at $87,500 or $0.25 per share for consulting services.of common stock.

NOTE 79 – 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.Revenue

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

For the nine months ended September 30, 20172023, no customer made up over 10% of revenues, and for the nine months ended September 30, 2022, one customer made up 27% of revenues.

Concentration of accounts receivable

Two customers accounted for 22% of accounts receivable as of September 30, 2023. Two customers accounted for 46% of accounts receivable as of December 31, 2022.

NOTE 10 – LEASE LIABILITY

Operating Leases

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

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

On October 28, 2022, the Company entered into an operating lease that expires June 30, 2024. The operating lease results in the recognition of ROU asset and lease liability on the balance sheet. ROU asset and operating lease liability are recognized based on the present value of lease payments over the lease terms of the commencement date. Because the leases do not provide an explicit or implicit rate of return, the Company determines incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments on an individual lease basis. The incremental borrowing rate for a lease is the rate of interest the Company would have to pay on a collateralized basis to borrow an amount equal to the lease payments for the asset under similar terms, which amounted to 92% (48%, 31% and 14%)is 5.50%. The Company’s lease does not contain any material restrictive covenants. The lease has a remaining term of their sales.1.25 years.

The following table provides the maturities of lease liabilities at September 30, 2023:

SCHEDULE OF MATURITIES OF LEASE LIABILITIES

NOTE 11 – ASSET ACQUISITION

On April 27, 2023, the Company entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Innovative Impressions, Inc., a Texas corporation (the “Seller”), pursuant to which the Company acquired (the “Acquisition”) embroidery equipment, inventory, and related assets (the “Assets”), from the Seller for a $200,000 secured promissory note (with a fair value of $143,637) to the Seller or its nominee (the “Note”) that matures on April 25, 2025. The monthly payments under the agreement are due in twenty-four installments of $8,333. The Company evaluated and concluded that the assets acquired would qualify as a single identifiable asset in a business combination in accordance with ASC 805. The Company evaluated the intangible assets acquired in the acquisition and determined the value was immaterial.

SCHEDULE OF BUSINESS ACQUISITIONS

Pro-Forma Financial Information

The following unaudited pro-forma data summarizes the result of the operations for the three and nine ended September 30, 2023, and 2022, as if the acquisition from Innovative Impressions, Inc. (“Innovative Impressions”) had been completed on January 1, 2022. The pro-forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place on January 1, 2023, or of results that may occur in the future.

SCHEDULE OF PRO FORMA FINANCIAL

NOTE 12 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events through the filing date of this Form 10-Q and determined that no subsequent events have occurred that would require recognition in the consolidated financial statements or disclosures in the notes thereto.

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, 2022, and in our subsequent filings with the Securities and Exchange Commission. The following discussion of our results levels of activity, performanceoperations should be read together with our financial statements and related notes included elsewhere in this report.

Company Overview

On January 4, 2001, ADM Endeavors, Inc. (“ADM Endeavors,” or achievements. Therefore, actual results may differ materiallythe “Company,” “we,” “us,” or “our”) was incorporated in North Dakota as “ADM Enterprises, Inc.” On May 9, 2006, the Company changed its name to “ADM Endeavors, Inc.” and adverselyits domicile to the State of Nevada. On July 1, 2008, the Company acquired all of the assets of ADM Enterprises, LLC (“ADM Enterprises”) in exchange for 10,000,000 newly issued shares of Company common stock. As a result, ADM Enterprises became a wholly owned subsidiary of the Company. ADM then provided installation services to grocery décor and design companies primarily in North Dakota.

On April 19, 2018, the Company acquired Just Right Products, Inc. (“Just Right Products”), a Texas corporation, from those expressedits sole shareholder, Marc Johnson, through a share exchange transaction whereby the Company acquired 100% of Just Right Products and issued 2,000,000 shares of Series A Convertible Preferred stock (“Series A Preferred Stock”) to the shareholder of Just Rights Products. Each share of the Series A Preferred Stock is convertible into 10 shares of Company common stock and each share has 100 votes on a fully diluted basis. The preferred shares represented 61% of the Company’s voting shares and constituted a change of voting control of the Company, with the transaction accounted for as a reverse acquisition. As a result of the transaction, Just Right Products became a wholly owned subsidiary of the Company.

On January 1, 2020, the Company determined that it would discontinue its business operations in any forward-looking statements. We undertake no obligationNorth Dakota, specifically, ADM Enterprises LLC (the “Disposed Company”). The Company transferred the Disposed Company to revise or update publicly any forward-looking statementsArdell Mees in exchange for any reason.Mr. Mees’ assumption of the liabilities of the Disposed Company. As part of the transaction, Mr. Mees resigned from all positions with the Company and, in a private transaction, sold a significant portion of his ownership in the Company to Marc Johnson. The Company and Mr. Mees entered into an indemnification agreement pursuant to which Mr. Mees indemnified the Company for the liabilities of the Disposed Company.

Since that time, the Company has exclusively focused on its Just Right Productions operations, which includes a diverse vertical integrated business consisting of a retail sales division, screen print promotions, embroidery production, digital production, import wholesale sourcing, and uniforms.

RESULTS OF OPERATIONS

On April 27, 2023, the Company entered into an Asset Purchase Agreement with Innovative Impressions, Inc., a Texas corporation (the “Seller” or “Innovative Impressions”), pursuant to which the Company acquired embroidery equipment, inventory, and related assets from the Seller, which was paid by the issuance by the Company of a $200,000 secured promissory note (with a fair value of $143,637) to the Seller’s principal.

Working Capital

Cash Flows

Operating Revenues

For the three months endedThree Months Ended September 30, 2017, the Company earned revenues of $1,006 compared with $7,0322023, and 2022

Revenues

Our revenue was $1,984,193 for the three months ended September 30, 2016. For2023, compared to $2,322,579 for the ninethree months ended September 30, 2017,2022, resulting in a decrease of $338,386, or 15%. The decrease in revenue is primarily due to a first and second quarter reduction in spending from social media influencer merchandise sales.

Operating Expenses

Direct costs of revenues were $1,389,608 and $1,550,069 for the Company earned revenuesthree months ended September 30, 2023, and 2022, respectively, resulting in a decrease of $144,997$160,461, or 10%. The decrease in direct costs was a direct result of the decreased sales due to the reduction in spending from social media influencers merchandise sales. The gross margin decreased from 33% during the three months ended September 30, 2022, to 30% during the three months ended September 30, 2023.

General and administrative expenses were $400,658 for the three months ended September 30, 2023, compared with $97,188to $287,801 for the same period in 2022. The increase in 2023 general and administrative expenses of approximately 39% was primarily due to additional expenses related to the second quarter acquisition from Innovative Impressions.

Marketing and selling expenses were $7,793 for the three months ended September 30, 2023, compared to $14,201 for the same period in 2022. The decrease in 2023 marketing and selling expenses of approximately 45% was primarily due to the utilization of more cost-effective marketing techniques.

Net income was $155,609 for the three months ended September 30, 2023, compared to $329,683 for the three months ended September 30, 2022, for the reasons stated above.

For the Nine Months Ended September 30, 2023 and 2022

Revenues

Our revenue was $3,915,887 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 $184,5182023, compared with $341,882 for the three months ended September 30, 2016. The decrease of $157,364 is due largely 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$4,678,635 for the nine months ended September 30, 2016.2022, resulting in a decrease of $762,748, or 16%. The decrease of $73,658 wasin revenue is primarily due largely to a decreasefirst quarter reduction in Consulting expensespending from social media influencer merchandise sales.

Operating Expenses

Direct costs 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 for the three months ended September 30, 2016. For the nine months ended September 30, 2017, the Company realized a net loss of $511,957 compared with a net loss of $639,157revenues were $2,703,206 and $3,033,065 for the nine months ended September 30, 2016.

2023, and 2022, respectively, resulting in a decrease of $329,859, or 11%. This decrease in operating costs was a direct result of decreased sales. The Company recorded net loss per share of $0.00 forgross margin decreased from 35% during the threenine months ended September 30, 20172022, to 31% during the nine months ended September 30, 2023. The decrease in margin is primarily due to an increase of new government customers with lower margins as compared to non-government customers.

General and 2016. The Company recorded and net loss per shares of $0.00 and $0.01administrative expenses were $1,065,307 for the nine months ended September 30, 2017 and 2016, respectively.

Liquidity and Capital Resources

At September 30, 2017, the Company 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 operating activities was due to the decrease in common stock issued for services.

Cash Flow from Investing Activities

During the periods ended September 30, 2017 and 2016, the Company’s cash position did not change due to investing activities.

Cash Flow from Financing Activities

During the period ended September 30, 2017, cash flow provided by financing activities was $59,3052023, compared to $21,411$1,036,045 for the same period ended September 30, 2016. The increase was due to proceeds received from a related party.in 2022.

Going Concern

DuringMarketing and selling expenses were $28,300 for the nine months ended September 30, 20172023, compared to $47,182 for the same period in 2022. The decrease in 2023 marketing and selling expenses of approximately 40% was primarily due to utilizing more cost-efficient marketing platforms.

Net income was $162,560 for the yearnine months ended December 31, 2016 we incurred negativeSeptember 30, 2023, compared to net income of $415,980 for the nine months ended September 30, 2022, for the reasons stated above.

Liquidity and Capital Resources

Liquidity and Capital Resources during the nine months ended September 30, 2023, compared to the three months ended September 30, 2022

We had cash provided by operations of $350,520 for the nine months ended September 30, 2023, compared to cash provided by operations of $776,802 for the nine months ended September 30, 2022. The decrease in positive cash flow from operation. operating activities for the nine months ended September 30, 2023, was primarily attributable to a decrease in net income and changes in inventory.

We have not attained profitable operationshad cash used in investing activities of $230,570 for the nine months ended September 30, 2023, and are dependent upon obtaining$275,424 for the nine months ended September 30, 2022. The change in cash flow from investing activities for the nine months ended September 30, 2023, was attributable to a decrease in the purchase of property and equipment in 2023.

We had cash provided by financing activities of $144,153 for the nine months ended September 30, 2023, compared to expand our business or to pursue any acquisitions. For these reasons, our auditors statedcash used in their reportfinancing activities of $212,963 for the same period in 2022. Cash provided by financing activities consisted primarily of proceeds from note payable offset with repayments on our audited annual financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing.notes payable.

Future Financings

We will continuelikely have to rely onraise funds to pay for growth and acquisitions. We may have to borrow money from shareholders or issue debt or 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.or enter into a strategic arrangement with a third party. There iscan be no assurance that weadditional capital will achieve any additional sales of the equity securities or arrange for debt or other financingbe available to fund our operations and other activities.

Off-Balance Sheet Arrangements

us. We currently have no significant off-balance sheet arrangements that have or are reasonably likelyunderstandings with any person to have a currentobtain funds through bank loans, lines of credit or future 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.any other sources.

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 Pronouncements

The Company has implemented all new accounting pronouncements that arePolicies” in effect. These pronouncements did not have any material impact on theour audited financial statements unless otherwise disclosed,for the year ended December 31, 2022, included in our Annual Report on Form 10-K as filed on March 29, 2023, for a discussion of our critical accounting policies 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.estimates.

We are aITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

A 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.

Evaluation of ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Disclosure controls and procedures areThe Company does not currently maintain controls and procedures that are designed to ensure that information required to be disclosed by the Company in ourthe reports filedit files or submits under the Exchange Act isare recorded, processed, summarized, and reported within the time periods specified inby the SEC'sCommission’s rules and forms.

Disclosure controls and procedures would include, without limitation, controls and procedures designed to ensureprovide reasonable assurance that information required to be disclosed by our companythe Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executivethe Chief Executive Officer and principal financial officers, or persons performing similar functions,Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Our management carried out an evaluation under

Under the supervision and with the participation of our Principalmanagement, including the Company’s Chief Executive Officer, and Principal Financial Officer, of the effectiveness of the design and operation of ourCompany’s disclosure controls and procedures pursuant to Rules(as such term is defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act"). Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effectiveAct) as of September 30, 2017, due to2023, have been evaluated, and, based upon this evaluation, the material weaknesses resulting from the BoardCompany’s Chief Executive Officer has concluded that these controls and procedures are not effective in providing reasonable assurance 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 our financial statements.compliance.

Changes in Internal Control over Financial Reporting

Our management has also evaluated ourManagement will continue to monitor and evaluate the effectiveness of the Company’s internal controlcontrols and procedures and the Company’s internal controls over financial reporting on an ongoing basis and there have beenare committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow. There were no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent toInternal Control Over Financial Reporting during the date of our last evaluation.quarter ended September 30, 2023.

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.

PART II - OTHER INFORMATION

We know ofITEM 1. LEGAL PROCEEDINGS.

There 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.

Other than as previously disclosed, we did not issue any unregistered securities during the quarter.ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

Other than as previously disclosed, we did not issue any unregistered securities subsequent to the quarter.

None.ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not Applicable.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS

(1) Filed herewith.

*Pursuant to Regulation S-T, this interactive data file(2) XBRL (Extensible Business Reporting Language) information is deemedfurnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

SIGNATURES

SIGNATURES