Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Nov. 16, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | ADM ENDEAVORS, INC. | |
Entity Central Index Key | 1,588,014 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | false | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 128,020,000 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,018 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Current assets | ||
Cash | $ 325,870 | $ 45,589 |
Accounts receivable, net | 201,236 | 284,071 |
Inventory | 56,360 | 13,679 |
Other receivable | 11,887 | 11,333 |
Total current assets | 595,353 | 354,672 |
Fixed assets, net | 122,801 | 117,261 |
Goodwill | 936,760 | |
Total assets | 1,654,914 | 471,933 |
Current liabilities | ||
Convertible note payable, net of discounts | 65,757 | |
Note payable | 4,534 | |
Capital leases, current portion | 33,554 | 47,378 |
Accounts payable | 19,432 | 78,551 |
Accounts payable to related parties | 23,978 | |
Accrued expenses | 422,696 | 100,787 |
Due to related party | 163,266 | |
Income tax payable | 33,500 | 33,500 |
Derivative liabilities | 70,578 | |
Total current liabilities | 813,317 | 284,194 |
Non-current liabilities | ||
Capital leases, net of current portion | 2,667 | 26,684 |
Note payable, net of current portion | 7,173 | |
Total non-current liabilities | 9,840 | 26,684 |
Total liabilities | 823,157 | 310,878 |
Commitments and contingencies | ||
Stockholders' equity | ||
Preferred stock, $0.001 par value, 80,000,000 shares authorized, 2,000,000 shares outstanding as of September 30, 2018 and December 31, 2017, respectively | 2,000 | 2,000 |
Common stock, $0.001 par value, 800,000,000 shares authorized, 128,020,000 and 0 shares issued, issuable, and outstanding at September 30, 2018 and December 31, 2017, respectively | 128,020 | |
Additional paid-in capital | 471,880 | 79,900 |
Retained Earnings | 299,857 | 79,155 |
Total stockholders' equity | 831,757 | 161,055 |
Total liabilities and stockholders' equity | $ 1,654,914 | $ 471,933 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 80,000,000 | 80,000,000 |
Preferred stock, shares outstanding | 2,000,000 | 2,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 800,000,000 | 800,000,000 |
Common stock, shares issued | 128,020,000 | 0 |
Common stock, shares issuable | 128,020,000 | 0 |
Common stock, shares outstanding | 128,020,000 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Income Statement [Abstract] | ||||
Revenue, net | $ 1,430,029 | $ 1,252,128 | $ 2,756,520 | $ 2,310,136 |
Operating expenses | ||||
Direct costs of revenue | 776,902 | 769,781 | 1,582,829 | 1,412,838 |
General and administrative | 463,698 | 228,038 | 965,589 | 701,107 |
Total operating expenses | 1,240,600 | 997,819 | 2,548,418 | 2,113,945 |
Operating income | 189,429 | 254,309 | 208,102 | 196,191 |
Other income (expense) | ||||
Change in fair value of embedded conversion feature | 7,994 | (10,791) | ||
Interest expense | (58,196) | (4,654) | (68,191) | (6,031) |
Total other income (expense) | (50,202) | (4,654) | (57,400) | (6,031) |
Net income | $ 139,227 | $ 249,655 | $ 150,702 | $ 190,160 |
Net loss per share - basic | $ 0 | $ 0 | $ 0 | $ 0 |
Net loss per share - diluted | $ 0 | $ 0.01 | $ 0 | $ 0.01 |
Weighted average number of shares outstanding - basic | 128,020,000 | 85,346,667 | ||
Weighted average number of shares outstanding - basic | 149,652,185 | 20,000,000 | 106,978,852 | 20,000,000 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Cash flows from operating activities: | ||
Net income | $ 150,702 | $ 190,160 |
Adjustments to reconcile net income to net cash provided by (used in) operations: | ||
Depreciation and amortization | 30,045 | 32,982 |
Amortization of discount | 40,600 | |
Bad debt | 1,605 | 1,347 |
Change in fair value of embedded conversion features | (10,791) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 81,230 | (96,708) |
Inventory | (42,681) | |
Other receivable | (554) | |
Accounts payable | (171,805) | (21,851) |
Due to related party | 24,681 | |
Income taxes payable | ||
Customer deposits | ||
Accrued expenses | 206,512 | (130,356) |
Accounts payable - related party | (23,978) | |
Net cash provided by (used in) operating activities | 285,566 | (24,426) |
Cash flows used in investing activities | ||
Assets and liabilities acquired, net, in acquisition | 8,411 | |
Purchase of assets | (30,680) | (11,780) |
Net cash used in investing activities | (22,269) | (11,780) |
Cash flows from financing activities: | ||
Proceeds from notes payable | 57,395 | |
Repayments on notes payable | (2,570) | |
Repayments on capitalized leases | (37,841) | |
Issuance of common stock on conversion of debt | ||
Capital lease financing | (26,838) | |
Proceeds from related party | ||
Net cash provided by (used in) financing activities | 16,984 | (26,838) |
Net increase in cash | 280,281 | (63,044) |
Cash at beginning of period | 45,589 | 81,674 |
Cash at end of period | 325,870 | 18,630 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | ||
Cash paid for taxes | ||
Non-cash investing and financing activities: | ||
Derivatives liability | $ 56,678 |
Organization and Description of
Organization and Description of Business | 9 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS 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 the 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. ADM provides installation services to grocery décor and design companies primarily in North Dakota. In May 2013, the Company amended its Articles of Incorporation to provide for an increase in its authorized share capital. The authorized common stock increased to 800,000,000 shares at a par value of $0.001 per share and preferred stock increased to 80,000,000 shares at a par value of $0.001 per share. On April 19, 2018, the Company acquired Just Right Products, Inc. (“JRP”), a Texas corporation. JRP was incorporated on January 17, 2010. The acquisition of 100% of JRP from its sole shareholder was through a stock exchange whereas the Company issued 2,000,000 shares of restricted Series A preferred stock (the “Acquisition Shares”). Each share of the Series A preferred stock is convertible into ten shares of common stock and each share has 100 votes on a fully diluted basis. The Acquisition Shares represents 61% of voting shares, thus there is a change of voting control. The transaction was accounted for as a reverse acquisition. JRP is focused on being an added value reseller with concentration in embroidery, screen printing, importing and uniforms for businesses, schools and individuals in the State of Texas. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The Company prepares its condensed consolidated financial statements in conformity with generally accepted accounting principles in the United States of America. In the opinion of management, these interim financial statements contain all adjustments, consisting of normal recurring adjustments necessary for a fair presentation of financial position and the results of operations for the interim period presented. The results of operations for interim period are not necessarily indicative of the results to be expected for the full year. Notes to the consolidated financial statements, which would substantially duplicate the disclosure contained in the audited consolidated financial statements for the year ended December 31, 2017 contained in the Company’s Form 8-K/A file on August 20, 2018 have been omitted. Principles of Consolidation The accompanying unaudited consolidated financial statements include all of the accounts of the Company and its wholly-owned subsidiaries, ADM Enterprises and Just Right Products, Inc., at September 30, 2018. All significant intercompany balances and transactions have been eliminated. Use of Estimates The preparation of the Consolidated Financial Statements in accordance with 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 as of the date of the Consolidated Financial Statements and the reported amounts of revenue and expenses during the reported periods. The Company bases its estimates on historical experience and on various other assumptions that management believes are reasonable under the circumstances, the results of which form the basis for making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates. Significant estimates are related to allowance for doubtful accounts, the reverse acquisition and deferred tax valuations. Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. At September 30, 2018 and December 31, 2017, the Company had no cash equivalents. Derivative Instruments Derivatives are measured at their fair value on the balance sheet. In determining the appropriate fair value, the Company uses the Black-Scholes-Merton option pricing model. Changes in fair value are recorded in the statements of operations. Fair Value of Financial Instruments The Company measures its financial assets and liabilities in accordance with generally accepted accounting principles. For certain of our financial instruments, including cash, accounts payable, accrued expenses, and short-term loans the carrying amounts approximate fair value due to their short maturities. We follow accounting guidance for financial and non-financial assets and liabilities. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. This guidance does not apply to measurements related to share-based payments. This guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use. The Company adopted the provisions of FASB ASC 820 (the “Fair Value Topic”) which defines fair value, establishes a framework for measuring fair value under GAAP, and expands disclosures about fair value measurements. The Company had no assets or liabilities other than derivative liabilities measured at fair value on a recurring basis at September 30, 2018. The Company had no assets or liabilities measured at fair value on a recurring basis at December 31, 2017. Property and Equipment Property and equipment are recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation is computed by the straight-line method over the assets estimated useful life of three years for equipment, five years for automobile, and seven years for furniture and fixtures. Upon sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in statements of operations. Goodwill Goodwill represents the excess of purchase price and related costs over the value assigned to the net tangible assets of businesses acquired. Goodwill is not amortized, but instead assessed for impairment. The Company performs a qualitative assessment for each of its reporting units to determine if the two-step process for impairment testing is required. If the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company would then evaluate the recoverability of goodwill using a two-step impairment test approach at the reporting unit level. In the first step, the fair value for the reporting unit is compared to its book value including goodwill. In the case that the fair value of the reporting unit is less than book value, a second step is performed which compares the implied fair value of the reporting unit’s goodwill to the book value of the goodwill. The fair value for the goodwill is determined based on the difference between the fair values of the reporting unit and the net fair values of the identifiable assets and liabilities of such reporting unit. If the implied fair value of the goodwill is less than the book value, the difference is recognized as impairment. Impairment of Long-lived 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, 2018 and December 31, 2017. Revenue Recognition We recognize revenue, net of expected returns and sales tax, at the time the customer takes possession of merchandise, or when a service is performed. The liability for sales returns, including the impact to gross profit, is estimated based on historical return levels, and recognized at the transaction price. We also recognize a return asset, and corresponding adjustment to cost of sales, for our right to recover the goods returned by the customer, measured at the former carrying amount of the goods, less any expected recovery cost. At each financial reporting date, we assess our estimates of expected returns, refund liabilities, and return assets. For merchandise sold in one of our stores or online, tender is accepted at the point of sale. For services, we generally accept tender upon completion of the job. When we receive payment from customers before the customer has taken possession of the merchandise or the service has been performed, the amount received is recorded as deferred revenue until the sale or service is complete. Such performance obligations are part of contracts with expected original durations of three months or less. For merchandise sold to customers to whom we directly extend credit, collection of tender is typically expected within three months or less from the time of purchase. Cost of Sales Cost of sales includes the actual cost of merchandise sold and services performed; the cost of transportation of merchandise from vendors to our distribution network, stores, or customers; shipping and handling costs from our stores or distribution network to customers; and the operating cost and depreciation of our sourcing and distribution network and online fulfillment centers. Recently Adopted Accounting Pronouncements ASU No. 2014-09. In May 2014, the FASB issued a new standard related to revenue recognition. Under ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), revenue is recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration the entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. On January 1, 2018, we adopted ASU No. 2014-09 using the modified retrospective transition method. The adoption of ASU No. 2014-09 requires that we recognize our sales return allowance on a gross basis rather than as a net liability. As such, we now recognize (i) a return asset for the right to recover the goods returned by the customer, measured at the former carrying amount of the goods, less any expected recovery costs (recorded as an increase to other current assets) and (ii) a return liability for the amount of expected returns (recorded as an increase to other accrued expenses and a decrease to receivables, net). The effect of the adoption of ASU No. 2014-09 on our consolidated balance sheet as of September 30, 2018 was minimal. Stock-Based Compensation The Company accounts for stock-based instruments issued to employees in accordance with ASC Topic 718. ASC Topic 718 requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees. The value of the portion of an award that is ultimately expected to vest is recognized as an expense over the requisite service periods using the straight-line attribution method. The Company accounts for non-employee share-based awards in accordance with the measurement and recognition provisions ASC Topic 505-50. The Company estimates the fair value of stock options at the grant date by using the Black-Scholes option-pricing model. Net Income (Loss) per Share The Company computes basic and diluted income (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. The dilutive effect 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 three and nine months ended September 30, 2018 and 2017: For the Three Months Ended For the Nine Months Ended September 30, September 30, 2018 2017 2018 2017 Basic earnings (loss) per common share Numerator: Net earnings (loss) available to common shareholders $ 139,227 $ 249,655 $ 150,702 $ 190,160 Denominator: Weighted average common shares outstanding 128,020,000 - 85,346,667 - Basic earnings (loss) per common share $ 0.00 $ 0.00 $ 0.00 $ 0.00 Diluted earnings (loss) per common share Numerator: Net income (loss) available to common shareholders $ 139,227 $ 249,655 $ 150,702 $ 190,160 Add convertible debt interest 23,413 - 26,596 - Net income (loss) available to common shareholders $ 162,640 $ 249,655 $ 177,298 $ 190,160 Denominator: Weighted average common shares outstanding 128,020,000 - 85,346,9667 - Preferred shares 20,000,000 20,000,000 20,000,000 20,000,000 Convertible debt 1,632,185 - 1,632,185 - Adjusted weighted average common shares outstanding 149,652,185 20,000,000 106,978,852 20,000,000 Diluted earnings (loss) per common share $ 0.00 $ 0.01 $ 0.00 $ 0.01 Income Taxes The Company accounts for income taxes in accordance with FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and loss carry-forwards and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income (loss) in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rules on deferred tax assets and liabilities is recognized in operations in the year of change. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized. Tax benefits of uncertain tax positions are recognized only if it is more likely than not that the Company will be able to sustain a position taken on an income tax return. The Company has no liability for uncertain tax positions as of September 30, 2018 and December 31, 2017. Interest and penalties, if any, related to unrecognized tax benefits would be recognized as interest expense. The Company does not have any accrued interest or penalties associated with unrecognized tax benefits, nor was any significant interest expense recognized during the periods ended September 30, 2018 and December 31, 2017. On December 22, 2017, the United States Government passed new tax legislation that, among other provisions, will lower the corporate tax rate from 35% to 21%. In addition to applying the new lower corporate tax rate in 2018 and thereafter to any taxable income we may have, the legislation affects the way we can use and carry forward net operating losses previously accumulated and results in a revaluation of deferred tax assets recorded on our balance sheet. Given that the deferred tax assets are offset by a full valuation allowance, these changes will have no net impact on the Company’s financial position and net loss. However, if and when we become profitable, we will receive a reduced benefit from such deferred tax assets. Segment Information In accordance with the provisions of ASC 280-10, “Disclosures about Segments of an Enterprise and Related Information,” the Company is required to report financial and descriptive information about its reportable operating segments. The Company has one operating segments as of September 30, 2018 and December 31, 2017. Effect of Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases, which requires lessees to recognize the following for all leases (with the exception of short-term leases) at the commencement date: (1) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (2) 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. Under ASU No. 2016-02, lessor accounting is largely unchanged. ASU No. 2016-02 is effective for fiscal years beginning after December 15, 2018 with early application permitted. In February 2018, FASB issued ASU 2018-01, Leases (Topic 842): Land Easement Practical Expedient for Transition to Topic 842. The amendment clarifies that land easements are within the scope of the new leases standard (ASC 842) and introduces a new transition practical expedient allowing a company to not assess whether existing and expired land easements that were not previously accounted for as leases under current US GAAP (ASC 840) are or contain leases under ASC 842. In July 2018, FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases. The amendment provides improvements that clarify specific aspects of the guidance in ASU 2016-02. In August 2018, FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements. The amendment provides entities with an additional (and optional) transition method to adopt the new leases standard and provides lessors with a practical expedient, by class of underlying asset, to not separate non-lease components from the associated lease component and, instead, to account for those components as a single component if certain criteria are met. To date, certain personnel have attended technical training concerning this new standard and management is currently reviewing our various leases to identify those affected. The Company is also continuing to evaluate transition considerations such as whether to elect practical expedients, use of hindsight, and comparative reporting periods. The Company has evaluated all other recent accounting pronouncements and believes that none of them will have a significant effect on the Company’s financial statement. |
Going Concern
Going Concern | 9 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | NOTE 3 – GOING 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 net income of $150,702 and had cash provided by operating activities of $285,566 for the nine months ended September 30, 2018. As of September 30, 2018, the Company had a working capital deficit of $217,964, stockholders’ equity and retained earnings of $601,900 and $229,857 or total stockholders’ equity of $831,757, respectively. 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. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 4 – COMMITMENTS AND CONTINGENCIES Legal Matters From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. As of November 19, 2018, there were no pending or threatened lawsuits. Operating Lease Commitment The Company leases approximately 18,000 square feet of space in Haltom City, Texas, pursuant to a lease that will expire on June 1, 2020. This facility serves as our corporate headquarters, manufacturing facility and showroom. The lease is with M & M Real Estate, Inc. (“M & M”), a company owned solely by our majority shareholder and director of the Company (see Note 4). Additionally, the Company has approximately 6,000 square feet of space in Arlington, Texas which serves as an academic showroom, pursuant to a lease that will expire on June 1, 2020. Future minimum lease payments under these leases are as follows: Related Non-related 2019 $ 78,000 $ 54,753 2020 58,500 46,064 The ADM office totals approximately 550 square feet in area and is provided by the CEO at no cost to the Company. The space is suitable for our current administrative needs, although we anticipate that we will require additional space in order to support the planned expansion of our workforce in sales, marketing and administration. Rent expense for the operating lease commitment with M&M Real Estate, Inc. for the nine months ended September 30, 2018 and 2017 was $47,500 and $46,000, respectively. The Company also incurred rent expense of $28,296 for lease services and $51,583 for Beta Plaza at the Parks. Capital Leases The Company leases equipment under leases classified as capital leases. The following is a schedule showing the future minimum lease payments under capital leases by years and the present value of the minimum lease payments and of September 30, 2018. The interest rates related to the lease obligations are minimal, and the leases mature through November 2019. Future minimum lease payments under these capital leases are as follows: Non-related 2018 $ 9,537 2019 26,684 Total 36,221 Less amount representing interest - Present value of minimum lease payments $ 36,221 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, 2018 and 2017, the Company paid $48,037 and $53,937 for the franchise agreement. Uniform Supply Agreement The Company has an agreement to be the exclusive provider of school uniforms and logos for a charter school. The Company is obligated to provide a 3% donation to the charter school for each school year. The agreement is for each school year ending through May 31, 2019. During the nine months ended September 30, 2018 and 2017, the Company paid $3,287 and $4,210 for the uniform supply agreement. |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | NOTE 5 – PROPERTY AND EQUIPMENT Fixed assets, stated at cost, less accumulated depreciation at September 30, 2018 and December 31, 2017 consisted of the following: September 30, 2018 December 31, 2017 Equipment $ 259,979 $ 259,979 Furniture and fixtures 4,905 - Vehicle 30,680 - Less: accumulated depreciation (172,763 ) (142,718 ) Property and equipment, net $ 122,801 $ 117,261 Depreciation expense for the nine months ended September 30, 2018 and 2017 was $30,045 and $32,982, respectively. |
Note Payable
Note Payable | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Note Payable | NOTE 6 – NOTE PAYABLE As of September 30, 2018, and December 31, 2017, the Company has a note payable balance of $11,707 and $0, respectively. |
Convertible Note Payable
Convertible Note Payable | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Convertible Note Payable | NOTE 7 – CONVERTIBLE NOTE PAYABLE On March 5, 2018, the Company entered into a convertible promissory note. The funding to the Company is in tranches. On March 5, 2018, the Company received the first tranche of $48,697. The Company received $57,395 during the nine months ended September 30, 2018. The Company received total funding of $106,092. The note and interest of $64,835 are due on March 5, 2019. The note is convertible into common stock at a price of 65% of the lowest three trading prices during the ten days prior to conversion. The Company recorded a debt discount and derivative liability related to the variable conversion feature of the note. For the period ended September 30, 2018, the Company recorded amortization of the note discount of $40,600. The note balance was $106,092, less a discount of $40,335, at September 30, 2018. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 8 – RELATED PARTY TRANSACTIONS The majority shareholder and director and officer of the Company has receivables due from him of $11,887 and $11,333 as of September 30, 2018 and December 31, 2017, respectively. The sole director and officer is the owner of M & M (see Note 3) which leases the Haltom City, Texas facility to the Company. The monthly lease payment is currently $6,500. The Company incurred rent expense of $47,500 and $46,000, respectively, to M & M for the nine months ended September 30, 2018 and 2017, respectively. The Company has accounts payable to M&M of $0 and $23,978 as of September 30, 2018 and December 31, 2017, respectively. The Company has been provided office space by its chief executive officer, Ardell Mees, at no cost. Management has determined that such cost is nominal and did not recognize the rent expense in its financial statements. As of September 30, 2018, and December 31, 2017, a related party advanced the Company $163,266 and $0, respectively. The amounts are non-interest bearing and payable upon demand. Employment and Consulting Agreements On January 3, 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, 2018 and December 31, 2017 was $137,132 and $0 respectively. On May 1, 2018, the Company entered into a consulting agreement for 1 year and agreed to issue 2,250,000 common shares on a pro rata basis. As of September 30, 2018, the Company has not issued any common shares and accrued $75,000 as consulting expense. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 9 – 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 with $0.001 par values per share. There were 128,020,000 outstanding shares of common stock at September 30, 2018 and December 31, 2017. There were 2,000,000 outstanding shares of preferred stock as of September 30, 2018 and December 31, 2017. 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 stock holders. |
Concentration of Customer
Concentration of Customer | 9 Months Ended |
Sep. 30, 2018 | |
Risks and Uncertainties [Abstract] | |
Concentration of Customer | NOTE 10 – CONCENTRATION OF CUSTOMER Concentration of Revenue For the nine months ended September 30, 2018 and 2017, one customer made up 38% and 39% of revenues, respectively. No customers accounted for more than 10% of accounts receivable as of September 30, 2018 and 2017, respectively. |
Reverse Acquisition
Reverse Acquisition | 9 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
Reverse Acquisition | NOTE 11 – REVERSE ACQUISITION On April 19, 2018, the Company acquired Just Right Products, Inc. (“JRP”), a Texas corporation. The acquisition of 100% of JRP from its sole shareholder was through a stock exchange whereas the Company issued 2,000,000 shares of restricted Series A preferred stock (the “Acquisition Shares”). Each share of the Series A preferred stock is convertible into ten shares of common stock and each share has 100 votes on a fully diluted basis. The Acquisition Shares represents 61% of voting shares, thus there is a change of voting control. The purchase price was estimated to be $520,000 based on a preliminary valuation of the equity interest of JRP which was transferred to the owners of ADM in the reverse acquisition (39% of JRP). The purchase price was allocated to the fair value of the assets and liabilities acquired including goodwill of $936,760. The Company is in the process of finalizing the valuation. The following summarizes the allocation of the fair values assigned to assets and liabilities assumed: Amount Cash $ 8,411 Non-current assets 4,905 Goodwill 936,760 Current liabilities (430,076 ) Total purchase price $ 520,000 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 12 – SUBSEQUENT EVENTS The Company has evaluated subsequent events through the date the financial statements were issued and filed with the Securities and Exchange Commission. The Company has determined that there are no other such events that warrant disclosure or recognition in the financial statements, except as stated herein. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company prepares its condensed consolidated financial statements in conformity with generally accepted accounting principles in the United States of America. In the opinion of management, these interim financial statements contain all adjustments, consisting of normal recurring adjustments necessary for a fair presentation of financial position and the results of operations for the interim period presented. The results of operations for interim period are not necessarily indicative of the results to be expected for the full year. Notes to the consolidated financial statements, which would substantially duplicate the disclosure contained in the audited consolidated financial statements for the year ended December 31, 2017 contained in the Company’s Form 8-K/A file on August 20, 2018 have been omitted. |
Principles of Consolidation | Principles of Consolidation The accompanying unaudited consolidated financial statements include all of the accounts of the Company and its wholly-owned subsidiaries, ADM Enterprises and Just Right Products, Inc., at September 30, 2018. All significant intercompany balances and transactions have been eliminated. |
Use of Estimates | Use of Estimates The preparation of the Consolidated Financial Statements in accordance with 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 as of the date of the Consolidated Financial Statements and the reported amounts of revenue and expenses during the reported periods. The Company bases its estimates on historical experience and on various other assumptions that management believes are reasonable under the circumstances, the results of which form the basis for making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates. Significant estimates are related to allowance for doubtful accounts, the reverse acquisition and deferred tax valuations. |
Cash Equivalents | Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. At September 30, 2018 and December 31, 2017, the Company had no cash equivalents. |
Derivative Instruments | Derivative Instruments Derivatives are measured at their fair value on the balance sheet. In determining the appropriate fair value, the Company uses the Black-Scholes-Merton option pricing model. Changes in fair value are recorded in the statements of operations. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company measures its financial assets and liabilities in accordance with generally accepted accounting principles. For certain of our financial instruments, including cash, accounts payable, accrued expenses, and short-term loans the carrying amounts approximate fair value due to their short maturities. We follow accounting guidance for financial and non-financial assets and liabilities. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. This guidance does not apply to measurements related to share-based payments. This guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use. The Company adopted the provisions of FASB ASC 820 (the “Fair Value Topic”) which defines fair value, establishes a framework for measuring fair value under GAAP, and expands disclosures about fair value measurements. The Company had no assets or liabilities other than derivative liabilities measured at fair value on a recurring basis at September 30, 2018. The Company had no assets or liabilities measured at fair value on a recurring basis at December 31, 2017. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation is computed by the straight-line method over the assets estimated useful life of three years for equipment, five years for automobile, and seven years for furniture and fixtures. Upon sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in statements of operations. |
Goodwill | Goodwill Goodwill represents the excess of purchase price and related costs over the value assigned to the net tangible assets of businesses acquired. Goodwill is not amortized, but instead assessed for impairment. The Company performs a qualitative assessment for each of its reporting units to determine if the two-step process for impairment testing is required. If the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company would then evaluate the recoverability of goodwill using a two-step impairment test approach at the reporting unit level. In the first step, the fair value for the reporting unit is compared to its book value including goodwill. In the case that the fair value of the reporting unit is less than book value, a second step is performed which compares the implied fair value of the reporting unit’s goodwill to the book value of the goodwill. The fair value for the goodwill is determined based on the difference between the fair values of the reporting unit and the net fair values of the identifiable assets and liabilities of such reporting unit. If the implied fair value of the goodwill is less than the book value, the difference is recognized as impairment. |
Impairment of Long-lived Assets | Impairment of Long-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, 2018 and December 31, 2017. |
Revenue Recognition | Revenue Recognition We recognize revenue, net of expected returns and sales tax, at the time the customer takes possession of merchandise, or when a service is performed. The liability for sales returns, including the impact to gross profit, is estimated based on historical return levels, and recognized at the transaction price. We also recognize a return asset, and corresponding adjustment to cost of sales, for our right to recover the goods returned by the customer, measured at the former carrying amount of the goods, less any expected recovery cost. At each financial reporting date, we assess our estimates of expected returns, refund liabilities, and return assets. For merchandise sold in one of our stores or online, tender is accepted at the point of sale. For services, we generally accept tender upon completion of the job. When we receive payment from customers before the customer has taken possession of the merchandise or the service has been performed, the amount received is recorded as deferred revenue until the sale or service is complete. Such performance obligations are part of contracts with expected original durations of three months or less. For merchandise sold to customers to whom we directly extend credit, collection of tender is typically expected within three months or less from the time of purchase. |
Cost of Sales | Cost of Sales Cost of sales includes the actual cost of merchandise sold and services performed; the cost of transportation of merchandise from vendors to our distribution network, stores, or customers; shipping and handling costs from our stores or distribution network to customers; and the operating cost and depreciation of our sourcing and distribution network and online fulfillment centers. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements ASU No. 2014-09. In May 2014, the FASB issued a new standard related to revenue recognition. Under ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), revenue is recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration the entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. On January 1, 2018, we adopted ASU No. 2014-09 using the modified retrospective transition method. The adoption of ASU No. 2014-09 requires that we recognize our sales return allowance on a gross basis rather than as a net liability. As such, we now recognize (i) a return asset for the right to recover the goods returned by the customer, measured at the former carrying amount of the goods, less any expected recovery costs (recorded as an increase to other current assets) and (ii) a return liability for the amount of expected returns (recorded as an increase to other accrued expenses and a decrease to receivables, net). The effect of the adoption of ASU No. 2014-09 on our consolidated balance sheet as of September 30, 2018 was minimal. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based instruments issued to employees in accordance with ASC Topic 718. ASC Topic 718 requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees. The value of the portion of an award that is ultimately expected to vest is recognized as an expense over the requisite service periods using the straight-line attribution method. The Company accounts for non-employee share-based awards in accordance with the measurement and recognition provisions ASC Topic 505-50. The Company estimates the fair value of stock options at the grant date by using the Black-Scholes option-pricing model. |
Net Income (Loss) Per Share | Net Income (Loss) per Share The Company computes basic and diluted income (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. The dilutive effect 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 three and nine months ended September 30, 2018 and 2017: For the Three Months Ended For the Nine Months Ended September 30, September 30, 2018 2017 2018 2017 Basic earnings (loss) per common share Numerator: Net earnings (loss) available to common shareholders $ 139,227 $ 249,655 $ 150,702 $ 190,160 Denominator: Weighted average common shares outstanding 128,020,000 - 85,346,667 - Basic earnings (loss) per common share $ 0.00 $ 0.00 $ 0.00 $ 0.00 Diluted earnings (loss) per common share Numerator: Net income (loss) available to common shareholders $ 139,227 $ 249,655 $ 150,702 $ 190,160 Add convertible debt interest 23,413 - 26,596 - Net income (loss) available to common shareholders $ 162,640 $ 249,655 $ 177,298 $ 190,160 Denominator: Weighted average common shares outstanding 128,020,000 - 85,346,9667 - Preferred shares 20,000,000 20,000,000 20,000,000 20,000,000 Convertible debt 1,632,185 - 1,632,185 - Adjusted weighted average common shares outstanding 149,652,185 20,000,000 106,978,852 20,000,000 Diluted earnings (loss) per common share $ 0.00 $ 0.01 $ 0.00 $ 0.01 |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and loss carry-forwards and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income (loss) in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rules on deferred tax assets and liabilities is recognized in operations in the year of change. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized. Tax benefits of uncertain tax positions are recognized only if it is more likely than not that the Company will be able to sustain a position taken on an income tax return. The Company has no liability for uncertain tax positions as of September 30, 2018 and December 31, 2017. Interest and penalties, if any, related to unrecognized tax benefits would be recognized as interest expense. The Company does not have any accrued interest or penalties associated with unrecognized tax benefits, nor was any significant interest expense recognized during the periods ended September 30, 2018 and December 31, 2017. On December 22, 2017, the United States Government passed new tax legislation that, among other provisions, will lower the corporate tax rate from 35% to 21%. In addition to applying the new lower corporate tax rate in 2018 and thereafter to any taxable income we may have, the legislation affects the way we can use and carry forward net operating losses previously accumulated and results in a revaluation of deferred tax assets recorded on our balance sheet. Given that the deferred tax assets are offset by a full valuation allowance, these changes will have no net impact on the Company’s financial position and net loss. However, if and when we become profitable, we will receive a reduced benefit from such deferred tax assets. |
Segment Information | Segment Information In accordance with the provisions of ASC 280-10, “Disclosures about Segments of an Enterprise and Related Information,” the Company is required to report financial and descriptive information about its reportable operating segments. The Company has one operating segments as of September 30, 2018 and December 31, 2017. |
Effect of Recent Accounting Pronouncements | Effect of Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases, which requires lessees to recognize the following for all leases (with the exception of short-term leases) at the commencement date: (1) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (2) 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. Under ASU No. 2016-02, lessor accounting is largely unchanged. ASU No. 2016-02 is effective for fiscal years beginning after December 15, 2018 with early application permitted. In February 2018, FASB issued ASU 2018-01, Leases (Topic 842): Land Easement Practical Expedient for Transition to Topic 842. The amendment clarifies that land easements are within the scope of the new leases standard (ASC 842) and introduces a new transition practical expedient allowing a company to not assess whether existing and expired land easements that were not previously accounted for as leases under current US GAAP (ASC 840) are or contain leases under ASC 842. In July 2018, FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases. The amendment provides improvements that clarify specific aspects of the guidance in ASU 2016-02. In August 2018, FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements. The amendment provides entities with an additional (and optional) transition method to adopt the new leases standard and provides lessors with a practical expedient, by class of underlying asset, to not separate non-lease components from the associated lease component and, instead, to account for those components as a single component if certain criteria are met. To date, certain personnel have attended technical training concerning this new standard and management is currently reviewing our various leases to identify those affected. The Company is also continuing to evaluate transition considerations such as whether to elect practical expedients, use of hindsight, and comparative reporting periods. The Company has evaluated all other recent accounting pronouncements and believes that none of them will have a significant effect on the Company’s financial statement. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Basic and Diluted Earnings Per Common Share | The following is a reconciliation of basic and diluted earnings (loss) per common share for the three and nine months ended September 30, 2018 and 2017: For the Three Months Ended For the Nine Months Ended September 30, September 30, 2018 2017 2018 2017 Basic earnings (loss) per common share Numerator: Net earnings (loss) available to common shareholders $ 139,227 $ 249,655 $ 150,702 $ 190,160 Denominator: Weighted average common shares outstanding 128,020,000 - 85,346,667 - Basic earnings (loss) per common share $ 0.00 $ 0.00 $ 0.00 $ 0.00 Diluted earnings (loss) per common share Numerator: Net income (loss) available to common shareholders $ 139,227 $ 249,655 $ 150,702 $ 190,160 Add convertible debt interest 23,413 - 26,596 - Net income (loss) available to common shareholders $ 162,640 $ 249,655 $ 177,298 $ 190,160 Denominator: Weighted average common shares outstanding 128,020,000 - 85,346,9667 - Preferred shares 20,000,000 20,000,000 20,000,000 20,000,000 Convertible debt 1,632,185 - 1,632,185 - Adjusted weighted average common shares outstanding 149,652,185 20,000,000 106,978,852 20,000,000 Diluted earnings (loss) per common share $ 0.00 $ 0.01 $ 0.00 $ 0.01 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments | Future minimum lease payments under these leases are as follows: Related Non-related 2019 $ 78,000 $ 54,753 2020 58,500 46,064 Total $ 136,500 $ 100,817 |
Schedule of Future Minimum Lease Payments Under Capital Leases | Future minimum lease payments under these capital leases are as follows: Non-related 2018 $ 9,537 2019 26,684 Total 36,221 Less amount representing interest - Present value of minimum lease payments $ 36,221 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Fixed assets, stated at cost, less accumulated depreciation at September 30, 2018 and December 31, 2017 consisted of the following: September 30, 2018 December 31, 2017 Equipment $ 259,979 $ 259,979 Furniture and fixtures 4,905 - Vehicle 30,680 - Less: accumulated depreciation (172,763 ) (142,718 ) Property and equipment, net $ 122,801 $ 117,261 |
Reverse Acquisition (Tables)
Reverse Acquisition (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
Summary of Assets and Liabilities Assumed | The following summarizes the allocation of the fair values assigned to assets and liabilities assumed: Amount Cash $ 8,411 Non-current assets 4,905 Goodwill 936,760 Current liabilities (430,076 ) Total purchase price $ 520,000 |
Organization and Description _2
Organization and Description of Business (Details Narrative) - $ / shares | Apr. 19, 2018 | Jul. 01, 2008 | Sep. 30, 2018 | Dec. 31, 2017 | May 31, 2013 |
Common stock, shares authorized | 800,000,000 | 800,000,000 | 800,000,000 | ||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||
Preferred stock, shares authorized | 80,000,000 | 80,000,000 | 80,000,000 | ||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||
Restricted Series A Preferred Stock [Member] | |||||
Acquisition percentage of voting shares | 61.00% | ||||
ADM Enterprises, Inc [Member] | |||||
Entity incorporation, date of incorporation | Jan. 4, 2001 | ||||
Just Right Products, Inc [Member] | |||||
Entity incorporation, date of incorporation | Jan. 17, 2010 | ||||
Just Right Products, Inc [Member] | Marc Johnson [Member] | |||||
Acquisition percentage | 100.00% | ||||
Just Right Products, Inc [Member] | Marc Johnson [Member] | Restricted Series A Preferred Stock [Member] | |||||
Issuance of restricted shares | 2,000,000 | ||||
Debt conversion description | 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. | ||||
Common Stock [Member] | |||||
Shares issued for assets acquired | 10,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Dec. 31, 2017 | |
Cash equivalents | ||
Impairments of long-lived assets | ||
Income tax examination, description | On December 22, 2017, the United States Government passed new tax legislation that, among other provisions, will lower the corporate tax rate from 35% to 21%. | |
Corporate tax rate | 21.00% | |
Equipment [Member] | ||
Assets estimated useful life | 3 years | |
Automobile [Member] | ||
Assets estimated useful life | 5 years | |
Furniture and Fixtures [Member] | ||
Assets estimated useful life | 7 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Basic and Diluted Earnings Per Common Share (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Accounting Policies [Abstract] | ||||
Numerator: Net earnings (loss) available to common shareholders | $ 139,227 | $ 249,655 | $ 150,702 | $ 190,160 |
Numerator: Add convertible debt interest | 23,413 | 26,596 | ||
Numerator: Net income (loss) available to common shareholders | $ 162,640 | $ 249,655 | $ 177,298 | $ 190,160 |
Denominator: Weighted average common shares outstanding, Basic | 128,020,000 | 85,346,667 | ||
Denominator: Basic earnings (loss) per common share | $ 0 | $ 0 | $ 0 | $ 0 |
Denominator: Weighted average common shares outstanding, Diluted | 149,652,185 | 20,000,000 | 106,978,852 | 20,000,000 |
Denominator: Preferred shares | 20,000,000 | 20,000,000 | 20,000,000 | 20,000,000 |
Denominator: Convertible debt | 1,632,185 | 1,632,185 | ||
Denominator: Adjusted weighted average common shares outstanding, Diluted | 149,652,185 | 20,000,000 | 106,978,852 | 20,000,000 |
Denominator: Diluted earnings (loss) per common share | $ 0 | $ 0.01 | $ 0 | $ 0.01 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Net income | $ 139,227 | $ 249,655 | $ 150,702 | $ 190,160 | |
Cash provided by operating activities | 285,566 | $ (24,426) | |||
Working capital deficit | 217,964 | 217,964 | |||
Stockholders' equity | 601,900 | 601,900 | |||
Retained earnings | 299,857 | 299,857 | $ 79,155 | ||
Total Stockholders' equity | $ 831,757 | $ 831,757 | $ 161,055 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) | 9 Months Ended | |
Sep. 30, 2018USD ($)ft² | Sep. 30, 2017USD ($) | |
Office area | ft² | 550 | |
Franchise Agreement [Member] | ||
Lease expiration date | Feb. 29, 2024 | |
Lease renewal term | 5 years | |
Amount paid under agreement | $ 48,037 | $ 53,937 |
Uniform Supply Agreement [Member] | ||
Amount paid under agreement | $ 3,287 | 4,210 |
Lease description | The Company is obligated to provide a 3% donation to the charter school for each school year. The agreement is for each school year ending through May 31, 2019. | |
M & M Real Estate, Inc[Member] | ||
Rent expense | $ 47,500 | 46,000 |
Beta Plaza [Member] | ||
Rent expense | $ 28,296 | $ 51,583 |
Haltom City [Member] | ||
Office area | ft² | 18,000 | |
Lease expiration date | Jun. 1, 2020 | |
Arlington [Member] | ||
Office area | ft² | 6,000 | |
Lease expiration date | Jun. 1, 2020 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Minimum Lease Payments (Details) | Sep. 30, 2018USD ($) |
Related [Member] | |
2,019 | $ 78,000 |
2,020 | 58,500 |
Total | 136,500 |
Non-Related [Member] | |
2,019 | 54,753 |
2,020 | 46,064 |
Total | $ 100,817 |
Commitments and Contingencies_3
Commitments and Contingencies - Schedule of Future Minimum Lease Payments Under Capital Leases (Details) - Non-Related [Member] | Sep. 30, 2018USD ($) |
2,018 | $ 9,537 |
2,019 | 26,684 |
Total | 36,221 |
Less amount representing interest | |
Present value of minimum lease payments | $ 36,221 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 30,045 | $ 32,982 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Less: accumulated depreciation | $ (172,763) | $ (142,718) |
Property and equipment, net | 122,801 | 117,261 |
Equipment [Member] | ||
Property and Equipment, Gross | 259,979 | 259,979 |
Furniture and Fixtures [Member] | ||
Property and Equipment, Gross | 4,905 | |
Vehicle [Member] | ||
Property and Equipment, Gross | $ 30,680 |
Note Payable (Details Narrative
Note Payable (Details Narrative) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Debt Disclosure [Abstract] | ||
Note payable | $ 11,707 | $ 0 |
Convertible Note Payable (Detai
Convertible Note Payable (Details Narrative) - USD ($) | Mar. 05, 2018 | Sep. 30, 2018 | Sep. 30, 2017 |
Proceeds from convertible promissory note payable | $ 24,740 | ||
Debt instrument due date | Mar. 5, 2019 | ||
Interest payable | $ 64,835 | ||
Common stock lowest percentage | 65.00% | ||
Amortization of note discount | $ 40,600 | ||
Note balance | 106,092 | ||
Debt discount | 40,335 | ||
First Tranche [Member] | |||
Proceeds from convertible promissory note payable | $ 48,697 | 106,092 | |
Additional Tranche [Member] | |||
Proceeds from convertible promissory note payable | $ 57,395 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | May 01, 2018 | Jan. 03, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 |
Due from shareholder and officer | $ 11,887 | $ 11,333 | |||
Accounts payable | 19,432 | 78,551 | |||
Due to related party | 163,266 | ||||
Number of shares issued on pro rata basis | 2,250,000 | ||||
Consulting expense | $ 75,000 | ||||
Ardell D. Mees [Member] | |||||
Due to related party | 137,132 | 0 | |||
Annual base salary | $ 72,000 | ||||
Chief Executive Officer [Member] | |||||
Due to related party | 163,266 | 0 | |||
M & M Real Estate, Inc[Member] | |||||
Rent expense | 47,500 | $ 46,000 | |||
Accounts payable | $ 23,978 | ||||
Haltom City [Member] | |||||
Monthly lease payment | $ 6,500 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - $ / shares | 9 Months Ended | ||
Sep. 30, 2018 | Dec. 31, 2017 | May 31, 2013 | |
Equity [Abstract] | |||
Common stock, shares authorized | 800,000,000 | 800,000,000 | 800,000,000 |
Preferred stock, shares authorized | 80,000,000 | 80,000,000 | 80,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares outstanding | 128,020,000 | 0 | |
Preferred stock, shares outstanding | 2,000,000 | 2,000,000 | |
Preferred stock shares voting rights description | Each share of preferred stock has 100 votes per share and is convertible into 10 shares of common stock. | ||
Number of preferred stock shares converted | 10 |
Concentration of Customer (Deta
Concentration of Customer (Details Narrative) | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Accounts Receivable [Member] | ||
Concentration risk percentage | 10.00% | 10.00% |
One Customer [Member] | Revenues [Member] | ||
Concentration risk percentage | 38.00% | 39.00% |
Reverse Acquisition (Details Na
Reverse Acquisition (Details Narrative) - USD ($) | Apr. 19, 2018 | Sep. 30, 2018 | Dec. 31, 2017 |
Preferred stock voting rights description | Each share of preferred stock has 100 votes per share and is convertible into 10 shares of common stock. | ||
Goodwill | $ 936,760 | ||
Just Right Products, Inc. [Member] | |||
Business acqisition, percentage | 100.00% | ||
Acquisition percentage of voting shares | 61.00% | ||
Fair value of the assets and liabilities acquired | $ 520,000 | ||
Goodwill | $ 936,760 | ||
Just Right Products, Inc. [Member] | Series A Preferred Stock [Member] | |||
Number of shares issued | 2,000,000 | ||
Preferred stock voting rights description | 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. | ||
Acquisition percentage of voting shares | 40.00% |
Reverse Acquisition - Summary o
Reverse Acquisition - Summary of Assets and Liabilities Assumed (Details) - USD ($) | Sep. 30, 2018 | Apr. 19, 2018 | Dec. 31, 2017 |
Goodwill | $ 936,760 | ||
Just Right Products, Inc. [Member] | |||
Cash | $ 8,411 | ||
Non-current assets | 4,905 | ||
Goodwill | 936,760 | ||
Current liabilities | (430,076) | ||
Total purchase price | $ 520,000 |