Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 03, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-56047 | |
Entity Registrant Name | ADM ENDEAVORS, INC. | |
Entity Central Index Key | 0001588014 | |
Entity Tax Identification Number | 45-0459323 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 5941 Posey Lane | |
Entity Address, City or Town | Haltom City | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 76117 | |
City Area Code | (817) | |
Local Phone Number | 840-6271 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 163,652,143 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash | $ 654,200 | $ 277,364 |
Accounts receivable, net | 505,342 | 66,305 |
Accounts receivable, related party | 110,050 | |
Inventory | 60,545 | 207,576 |
Prepaid expense | 44,984 | 106,565 |
Other current assets | 15,492 | 4,610 |
Total current assets | 1,280,563 | 772,470 |
Property and equipment, net | 1,352,995 | 1,120,553 |
Goodwill | 688,778 | 688,778 |
Total assets | 3,322,336 | 2,581,801 |
Current liabilities | ||
Accounts payable | 129,021 | 4,866 |
Accrued expenses | 342,525 | 172,923 |
Current portion of notes payable -secured | 261,879 | 523,698 |
Convertible notes payable, net of discounts | 106,092 | 106,092 |
Derivative liabilities | 218,505 | 222,712 |
Total current liabilities | 1,058,022 | 1,030,291 |
Noncurrent liabilities | ||
Notes payable - secured, net of current portion | 129,514 | |
Total noncurrent liabilities | 129,514 | |
Total liabilities | 1,187,536 | 1,030,291 |
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, 2021 and December 31, 2020 | 2,000 | 2,000 |
Common stock, $0.001 par value, 800,000,000 shares authorized, 163,652,143 shares issued and outstanding at September 30, 2021 and December 31, 2020 | 163,652 | 163,652 |
Additional paid-in capital | 1,307,747 | 1,307,747 |
Retained earnings | 661,401 | 78,111 |
Total stockholders’ equity | 2,134,800 | 1,551,510 |
Total liabilities and stockholders’ equity | $ 3,322,336 | $ 2,581,801 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
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 | 163,652,143 | 163,652,143 |
Common stock, shares outstanding | 163,652,143 | 163,652,143 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenue | ||||
Total revenue | $ 2,479,751 | $ 1,590,457 | $ 4,935,340 | $ 3,523,219 |
Operating expenses | ||||
Direct costs of revenue | 1,540,937 | 750,185 | 3,080,485 | 2,033,559 |
General and administrative | 397,259 | 804,897 | 1,159,616 | 1,421,667 |
Marketing and selling | 50,426 | 38,370 | 173,389 | 126,910 |
Total operating expenses | 1,988,622 | 1,593,452 | 4,413,490 | 3,582,136 |
Operating income (loss) | 491,129 | (2,995) | 521,850 | (58,917) |
Other income (expense) | ||||
Gain (loss) on change in fair value of derivative liabilities | 23,662 | 4,178 | 4,207 | (2,193) |
Gain on insurance settlement | 10,000 | 10,000 | ||
Gain on forgiveness of debt | 169,495 | 169,495 | ||
Other income | 5,020 | 5,020 | ||
Interest expense | (1,979) | (28) | (12,196) | (191) |
Total other income (expense) | 196,198 | 14,150 | 166,526 | 7,616 |
Income (loss) before tax provision | 687,327 | 11,155 | 688,376 | (51,301) |
Provision for income taxes | 93,833 | 31,269 | 105,086 | 31,269 |
Net income (loss) from continuing operations | 593,494 | (20,114) | 583,290 | (82,570) |
Net income from discontinued operations | 96,635 | |||
Net income (loss) | $ 593,494 | $ (20,114) | $ 583,290 | $ 14,065 |
Net income per share for continuing operations - basic | $ 0 | $ 0 | $ 0 | $ 0 |
Net income (loss) per share for continuing operations - diluted | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average number of shares outstanding | ||||
basic | 163,652,143 | 156,418,447 | 163,652,143 | 144,553,603 |
diluted | 188,085,883 | 181,897,112 | 188,085,883 | 170,064,876 |
School Uniform Sales [Member] | ||||
Revenue | ||||
Total revenue | $ 1,120,119 | $ 387,852 | $ 1,286,298 | $ 499,245 |
Promotional Sales [Member] | ||||
Revenue | ||||
Total revenue | $ 1,359,632 | $ 1,202,605 | $ 3,649,042 | $ 3,023,974 |
Consolidated Statements of Shar
Consolidated Statements of Shareholder's Equity (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 2,000 | $ 136,270 | $ 539,629 | $ 101,398 | $ 779,297 |
Balance, shares at Dec. 31, 2019 | 2,000,000 | 136,270,000 | |||
Common stock issued for services | $ 4,650 | 252,850 | 257,500 | ||
Common stock issued for services, shares | 4,650,000 | ||||
Common stock issued for services | $ 22,232 | 475,768 | 498,000 | ||
Common stock issued for services, shares | 22,232,143 | ||||
Common stock issued for services | $ 500 | 39,500 | 40,000 | ||
Common stock issued for services, shares | 500,000 | ||||
Net income | 14,065 | 14,065 | |||
Ending balance, value at Sep. 30, 2020 | $ 2,000 | $ 163,652 | 1,307,747 | 115,463 | 1,588,862 |
Balance, shares at Sep. 30, 2020 | 2,000,000 | 163,652,143 | |||
Beginning balance, value at Dec. 31, 2020 | $ 2,000 | $ 163,652 | 1,307,747 | 78,111 | 1,551,510 |
Balance, shares at Dec. 31, 2020 | 2,000,000 | 163,652,143 | |||
Net income | 583,290 | 583,290 | |||
Ending balance, value at Sep. 30, 2021 | $ 2,000 | $ 163,652 | $ 1,307,747 | $ 661,401 | $ 2,134,800 |
Balance, shares at Sep. 30, 2021 | 2,000,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities: | ||
Net income | $ 583,290 | $ 14,065 |
Adjustments to reconcile net income to net cash provided by (used in) continuing operations: | ||
Depreciation and amortization | 50,095 | 50,457 |
Stock-based compensation | 65,625 | 153,125 |
Bad debt expense | 2,221 | 5,106 |
Gain on disposal of ADM Enterprises, Inc. | (96,635) | |
Change in derivative liability | (4,207) | 2,193 |
Gain on forgiveness of debt | (169,495) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (441,258) | (226,408) |
Accounts receivable, related party | 110,050 | |
Inventory | 147,031 | (66,452) |
Prepaid expenses and other assets | (14,926) | 2,729 |
Accounts payable | 124,155 | 72,876 |
Accrued expenses | 169,602 | (62,359) |
Net cash provided by (used in) operating activities | 622,183 | (151,303) |
Cash flows used in investing activities | ||
Purchase of property and equipment | (110,537) | |
Disposal of ADM Enterprises, Inc. | (12,759) | |
Net cash used in investing activities | (110,537) | (12,759) |
Cash flows used in financing activities: | ||
Proceeds from notes payable | 179,495 | |
Repayments on notes payable | (134,810) | |
Net cash provided by (used in) financing activities | (134,810) | 179,495 |
Net change in cash | 376,836 | 15,433 |
Cash at beginning of period | 277,364 | 288,180 |
Cash at end of period | 654,200 | 303,613 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 8,140 | |
Cash paid for taxes | ||
Non-cash investing and financing activities: | ||
Common stock issued for acquisition of land | 498,000 | |
Note payable issued for property and equipment | $ 172,000 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 9 Months Ended |
Sep. 30, 2021 | |
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 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 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% 2,000,000 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. 61% JRP is focused on being an added value reseller with concentration in embroidery, screen printing, importing and uniforms for businesses, schools and individuals in the State of Texas. On January 1, 2020, the Company determined that it would discontinue its business operations in North Dakota, specifically, ADM Enterprises (the “Disposed Company”). The Company settled with Ardell Mees to provide him with the assets of the Disposed Company in exchange for Mr. Mees assuming all liabilities associated with the Disposed Company. In connection with the transaction, Mr. Mees resigned from all positions with the Company, and, in a private transaction, sold a significant portion of his ownership in the Company to Marc Johnson. The Company and Mr. Mees entered into an indemnification agreement whereby Mr. Mees agreed to indemnify the Company for any liabilities of the Disposed Company. The Company has been affected negatively by COVID-19 as a significant portion of the Company’s sales are for school uniforms which, due to COVID-19 and the closing of schools nationwide, should have a negative impact on the Company’s financials in the first quarter of 2020. We expect this trend to gradually improve going forward. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The Company follows the accrual basis of accounting in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and has a year-end of December 31. Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company’s system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented. The unaudited consolidated financial statements of the Company for the nine month periods ended September 30, 2021 and 2020 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, 2020 was derived from the audited financial statements included in the Company’s financial statements as of and for the year ended December 31, 2020 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 24, 2021. These financial statements should be read in conjunction with that report. Principles of Consolidation The accompanying unaudited consolidated financial statements include all of the accounts of the Company and its wholly owned subsidiary, JRP, at September 30, 2021. All significant intercompany balances and transactions have been eliminated. Use of Estimates The preparation of the Consolidated Financial Statements in accordance with U.S. GAAP requires management to make use of certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities 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, 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 award and recognized as compensation expense on a straight-line basis over the service period, which is the vesting period. The Company estimates forfeitures that it expects will occur and records expense based upon the number of awards expected to vest. Cash Equivalents The Company considers all highly liquid investments with an original maturity of nine months or less when purchased to be cash equivalents. At September 30, 2021 and December 31, 2020, the Company had no 250,000 404,200 Allowance for Doubtful Accounts The Company establishes an allowance for doubtful accounts to ensure trade and notes receivable are not overstated due to non-collectability. The Company’s allowance is based on a variety of factors, including age of the receivable, significant one-time events, historical experience, and other risk considerations. The Company had no allowance at September 30, 2021 and December 31, 2020. The Company had bad debt expense of $ 2,221 and $ 5,106 for the nine months ended September 30, 2021 and 2020, 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 $ 60,545 207,576 Four vendors accounted for approximately 83% 37% 77% 0% Derivative Instruments Derivatives are measured at their fair value on the balance sheet. In determining the appropriate fair value, the Company uses the Black-Scholes-Merton option pricing model. Changes in fair value are recorded in the consolidated statements of operations. Fair Value of Financial Instruments The Company measures its financial assets and liabilities in accordance with U.S. GAAP. For certain of our financial instruments, including cash, accounts payable, accrued expenses, and short-term loans the carrying amounts approximate fair value due to their short maturities. We follow accounting guidance for financial and non-financial assets and liabilities. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. This guidance does not apply to measurements related to share-based payments. This guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of 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 U.S. GAAP, and expands disclosures about fair value measurements. The Company had no Fixed Assets Fixed assets are recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation is computed by the straight-line method over the assets estimated useful life. 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 LIFE OF ASSETS Classification Estimated Useful Lives Equipment 5 7 Leasehold improvements Shorter of useful life or lease term Furniture and fixtures 4 7 Websites 3 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 2021 or 2020 as a result of our qualitative assessments over our single reporting segment. The Company performs a qualitative assessment for each of its reporting units to determine if the two-step process for impairment testing is required. If the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company would then evaluate the recoverability of goodwill using a two-step impairment test approach at the reporting unit level. In the first step, the fair value for the reporting unit is compared to its book value including goodwill. In the case that the fair value of the reporting unit is less than book value, a second step is performed which compares the implied fair value of the reporting unit’s goodwill to the book value of the goodwill. The fair value for the goodwill is determined based on the difference between the fair values of the reporting unit and the net fair values of the identifiable assets and liabilities of such reporting unit. If the implied fair value of the goodwill is less than the book value, the difference is recognized as impairment. Impairment of Long-lived 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 Revenue Recognition We recognize revenue for merchandise sales, net of expected returns and sales tax, at the time of in-store purchase or delivery of the product to our customer. When merchandise is shipped to our guests, we estimate receipt based on historical experience. Revenue is deferred and a liability is established for sales returns based on historical return rates and sales for the return period. We recognize an asset and corresponding adjustment to cost of sales for our right to recover returned merchandise. At each financial reporting date, we assess our estimates of expected returns, refund liabilities and return assets. For merchandise sold in our stores and online, tender is accepted at the point of sale. When we receive payment before the guest has taken possession of the merchandise, the amount received is recorded as deferred revenue until the transaction is complete. Our performance obligations for unfulfilled merchandise orders are typically satisfied within one week. Shipping and handling fees charged to guests relate to fulfilment activities and are included in net sales with the corresponding costs recorded in 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 fulfilment centers. Net Income per Share The Company computes basic and diluted income per share amounts pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic income per share is computed by dividing net income 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 income per share is computed by dividing net income 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 per common share for the nine months ended September 30, 2021 and 2020: SCHEDULE OF BASIC AND DILUTED EARNINGS PER COMMON SHARE For the Nine Months Ended September 30, 2021 2020 Basic earnings per common share Numerator: Net earnings available to common shareholders $ 583,290 $ 14,065 Denominator: Weighted average common shares outstanding 163,652,143 144,553,603 Basic earnings per common share $ 0.00 $ 0.00 Diluted earnings per common share Numerator: Net income available to common shareholders $ 583,290 $ 14,065 Add convertible debt interest - - Net income available to common shareholders $ 583,290 $ 14,065 Denominator: Weighted average common shares outstanding 163,652,143 144,553,603 Preferred shares 20,000,000 20,000,000 Convertible debt 4,433,740 5,511,273 Adjusted weighted average common shares outstanding 188,085,883 170,064,876 Diluted earnings per common share $ 0.00 $ 0.00 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 carryforwards and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income (loss) in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rules on deferred tax assets and liabilities is recognized in operations in the year of change. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized. Tax benefits of uncertain tax positions are recognized only if it is more likely than not that the Company will be able to sustain a position taken on an income tax return. The Company has no liability for uncertain tax positions as of September 30, 2021 and December 31, 2020. Interest and penalties, if any, related to unrecognized tax benefits would be recognized as interest expense. The Company does no 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 Effect of Recent Accounting Pronouncements Recently Issued Accounting Standards Not Yet Adopted The Company has reviewed all recently issued, but not yet adopted, accounting standards, in order to determine their effects, if 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. |
GOING CONCERN
GOING CONCERN | 9 Months Ended |
Sep. 30, 2021 | |
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 a net income of $ 583,290 622,183 222,541 661,401 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2021 | |
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 3, 2021, there were no pending or threatened lawsuits. Franchise Agreement The Company has a franchise agreement effective February 19, 2014 expiring in February 2024, with a right to renew for an additional 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 nine months ended September 30, 2021 and 2020 the Company paid $ 62,870 16,076 Uniform Supply Agreement The Company has an agreement to be the exclusive provider of school uniforms and logos for a charter school. The Company is obligated to provide a 3% donation to the charter school each school year. The agreement is for each school year ending through May 31, 2021. During the nine months ended September 30, 2021 and 2020, the Company paid $ 4,459 0 |
FIXED ASSETS
FIXED ASSETS | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
FIXED ASSETS | NOTE 5 – FIXED ASSETS Fixed assets and finance lease right of use assets, stated at cost, less accumulated depreciation at September 30, 2021 and December 31, 2020 consisted of the following: SCHEDULE OF FIXED ASSETS AND FINANCE LEASE RIGHT OF USE ASSETS September 30, 2021 December 31, 2020 Land $ 970,455 $ 970,455 Equipment 368,868 368,868 Autos and trucks 72,898 72,898 Construction in process 26,150 - Land and building – rental property 256,388 - Less: accumulated depreciation (341,764 ) (291,668 ) Property and equipment, net $ 1,352,995 $ 1,120,553 During August 2021, the Company acquired land and building for consideration totaling $ 282,537 110,537 Depreciation expense for the nine months ended September 30, 2021 and 2020 was $ 50,095 and $ 50,457 , respectively. |
CONVERTIBLE NOTE PAYABLE AND NO
CONVERTIBLE NOTE PAYABLE AND NOTES PAYABL | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTE PAYABLE AND NOTES PAYABL | NOTE 6 – CONVERTIBLE NOTE PAYABLE AND NOTES PAYABL Convertible Notes Payable On April 1, 2018, the Company assumed a convertible promissory note in connection with the reverse acquisition. The funding was in tranches whereby the Company assumed the first tranche of $ 48,697 57,395 106,092 53,046 March 5, 2019 March 5, 2020 March 5, 2021 March 5, 2022 The note is convertible into common stock at a price of 35 ten 4,433,740 The note balance was $ 106,092 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, 2021 and December 31, 2020: SCHEDULE OF FAIR VALUE LIABILITIES MEASURED ON RECURRING BASIS Fair value at Level 1 Level 2 Level 3 September 30, 2021 Liabilities: Derivative liabilities $ - $ - $ 218,505 $ 218,505 Fair value at Level 1 Level 2 Level 3 December 31, 2020 Liabilities: Derivative liabilities $ - $ - $ 222,712 $ 222,712 As of September 30, 2021 and 2020, 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 0.0239 0.0163 0.05 0.11 4,207 2,193 SCHEDULE OF DERIVATIVE LIABILITIES AT FAIR VALUE Fair value at December 31, 2020 $ 222,712 Gain on change in fair value of derivative liabilities (4,207 ) Fair value at September 30, 2021 $ 218,505 Notes Payable On April 5, 2020, the Company received a Small Business Administration (“SBA”) loan under the government’s assistance related to COVID-19. The SBA loan was for $ 169,495 0.98 due in eight weeks On October 16, 2020, the Company entered into a secured promissory note in the amount of $ 372,000 5 October 16, 2021 October 16, 2022 On August 3, 2021, the Company entered into a secured promissory note in the amount of $ 172,000 4.5 August 3, 2026 As of September 30, 2021, the secured notes payable balance was $ 391,393 129,514 261,879 523,698 |
ACCRUED EXPENSES
ACCRUED EXPENSES | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES | NOTE 7 – ACCRUED EXPENSES The Company had total accrued expenses of $ 342,576 172,923 SCHEDULE OF ACCRUED EXPENSES September 30, 2021 December 31, 2020 Credit cards payable $ 122,916 $ 43,046 Accrued interest 53,046 54,292 Accrued taxes 107,279 - Other accrued expenses 59,284 75,585 Total accrued expenses $ 342,525 $ 172,923 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 8 – RELATED PARTY TRANSACTIONS The majority shareholder, director and officer, is the owner of M & M Real Estate, Inc. (“M & M”). M & M leases the Haltom City, Texas facility to the Company. The monthly lease payment, under a month-to-month lease, is currently $ 6,500 . The Company incurred lease expense of $ 65,000 to M & M for the nine months ended September 30, 2021 and 2020. On July 28, 2020, Just Right Products, Inc., a wholly owned subsidiary of ADM Endeavors, Inc. (collectively, the “Company”) entered into an asset purchase agreement (the “APA”) with M&M Real Estate, Inc. (“M&M”). M&M is owned by Marc Johnson, the Company’s CEO, CFO and Chairman. The Company utilized the APA to acquire 10.4 acres of land with a cost basis of $ 498,000 22,232,143 A Consultant engaged by the Company in 2020 is the owner of 24.7.365 Hockey, Inc., a customer of the Company. During the nine ended September 30, 2020, 24.7.365 Hockey, Inc. made up approximately 1.4 0 62 Employment and Consulting Agreements On January 9, 2020, Motasem Khanfur, the controller of the Company, was appointed as chief financial officer of the Company. As part of his compensation, Mr. Khanfur was awarded 500,000 On January 9, 2020, Sarah Nelson was appointed as chief operating officer and director of the Company. As part of her compensation, Ms. Nelson was awarded 1,000,000 On January 9, 2020, Andreana McKelvey resigned as director. She was awarded 250,000 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 9 – STOCKHOLDERS’ EQUITY Our Articles of Incorporation authorize the issuance of 800,000,000 80,000,000 0.001 163,652,143 2,000,000 Each share of preferred stock has 100 votes per share and is convertible into 10 |
CONCENTRATION OF CUSTOMERS
CONCENTRATION OF CUSTOMERS | 9 Months Ended |
Sep. 30, 2021 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATION OF CUSTOMERS | NOTE 10 – CONCENTRATION OF CUSTOMERS Concentration of Revenue For the nine months ended September 30, 2021, two customers made up 42 52 67 10 |
LEASE LIABILITY
LEASE LIABILITY | 9 Months Ended |
Sep. 30, 2021 | |
Lease Liability | |
LEASE LIABILITY | NOTE 11 – 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 accounts for lease components separately from the non-lease components. Most leases include one or more options to renew. The exercise of the lease renewal options is at the sole discretion of the Company. The depreciable life of the assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. The Company leases approximately 18,000 The Company has approximately 6,000 June 1, 2020 |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 9 Months Ended |
Sep. 30, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | NOTE 12 – DISCONTINUED OPERATIONS On January 1, 2020, the Company determined that it would discontinue its business operations in North Dakota, specifically, ADM Enterprises LLC (the “Disposed Company”). The Company has made a settlement with Ardell Mees to provide him with the assets of the Disposed Company and in exchange, Mr. Mees will assume all liabilities of the Disposed Company. As part of the transaction, Mr. Mees resigned from all positions with the Company and, in a private transaction, sold a significant portion of his ownership in the Company to Marc Johnson. The Company and Mr. Mees entered into an indemnification agreement whereby Mr. Mees indemnified the Company for any liabilities of the Disposed Company. Reconciliation of the Items Constituting Profit and (Loss) from Discontinued Operations For the Nine Months Ended September 30, (unaudited) SUMMARY OF RECONCILIATION OF ITEMS CONSTITUTING PROFIT AND LOSS FROM DISCONTINUED OPERATIONS 2021 2020 Revenue $ - $ - Direct costs of revenue - - General and administrative - - Marketing and selling - - Income from operations - - Gain from forgiveness of debt - - Gain on disposal - 96,635 Net income $ - $ 96,635 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company follows the accrual basis of accounting in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and has a year-end of December 31. Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company’s system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented. The unaudited consolidated financial statements of the Company for the nine month periods ended September 30, 2021 and 2020 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, 2020 was derived from the audited financial statements included in the Company’s financial statements as of and for the year ended December 31, 2020 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 24, 2021. These financial statements should be read in conjunction with that report. |
Principles of Consolidation | Principles of Consolidation The accompanying unaudited consolidated financial statements include all of the accounts of the Company and its wholly owned subsidiary, JRP, at September 30, 2021. 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 U.S. GAAP requires management to make use of certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities 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, goodwill, derivative liability, stock-based compensation and deferred tax valuations. |
Stock-Based Compensation | 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 award and recognized as compensation expense on a straight-line basis over the service period, which is the vesting period. The Company estimates forfeitures that it expects will occur and records expense based upon the number of awards expected to vest. |
Cash Equivalents | Cash Equivalents The Company considers all highly liquid investments with an original maturity of nine months or less when purchased to be cash equivalents. At September 30, 2021 and December 31, 2020, the Company had no 250,000 404,200 |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts The Company establishes an allowance for doubtful accounts to ensure trade and notes receivable are not overstated due to non-collectability. The Company’s allowance is based on a variety of factors, including age of the receivable, significant one-time events, historical experience, and other risk considerations. The Company had no allowance at September 30, 2021 and December 31, 2020. The Company had bad debt expense of $ 2,221 and $ 5,106 for the nine months ended September 30, 2021 and 2020, respectively. |
Inventory | 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 $ 60,545 207,576 Four vendors accounted for approximately 83% 37% 77% 0% |
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 consolidated statements of operations. |
Fair Value of Financial Instruments | 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: 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 U.S. GAAP, and expands disclosures about fair value measurements. The Company had no |
Fixed Assets | Fixed Assets Fixed assets are recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation is computed by the straight-line method over the assets estimated useful life. 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 LIFE OF ASSETS Classification Estimated Useful Lives Equipment 5 7 Leasehold improvements Shorter of useful life or lease term Furniture and fixtures 4 7 Websites 3 |
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. 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 2021 or 2020 as a result of our qualitative assessments over our single reporting segment. The Company performs a qualitative assessment for each of its reporting units to determine if the two-step process for impairment testing is required. If the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company would then evaluate the recoverability of goodwill using a two-step impairment test approach at the reporting unit level. In the first step, the fair value for the reporting unit is compared to its book value including goodwill. In the case that the fair value of the reporting unit is less than book value, a second step is performed which compares the implied fair value of the reporting unit’s goodwill to the book value of the goodwill. The fair value for the goodwill is determined based on the difference between the fair values of the reporting unit and the net fair values of the identifiable assets and liabilities of such reporting unit. If the implied fair value of the goodwill is less than the book value, the difference is recognized as impairment. |
Impairment of Long-lived 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 |
Revenue Recognition | Revenue Recognition We recognize revenue for merchandise sales, net of expected returns and sales tax, at the time of in-store purchase or delivery of the product to our customer. When merchandise is shipped to our guests, we estimate receipt based on historical experience. Revenue is deferred and a liability is established for sales returns based on historical return rates and sales for the return period. We recognize an asset and corresponding adjustment to cost of sales for our right to recover returned merchandise. At each financial reporting date, we assess our estimates of expected returns, refund liabilities and return assets. For merchandise sold in our stores and online, tender is accepted at the point of sale. When we receive payment before the guest has taken possession of the merchandise, the amount received is recorded as deferred revenue until the transaction is complete. Our performance obligations for unfulfilled merchandise orders are typically satisfied within one week. Shipping and handling fees charged to guests relate to fulfilment activities and are included in net sales with the corresponding costs recorded in cost of sales. |
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 fulfilment centers. |
Net Income per Share | Net Income per Share The Company computes basic and diluted income per share amounts pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic income per share is computed by dividing net income 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 income per share is computed by dividing net income 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 per common share for the nine months ended September 30, 2021 and 2020: SCHEDULE OF BASIC AND DILUTED EARNINGS PER COMMON SHARE For the Nine Months Ended September 30, 2021 2020 Basic earnings per common share Numerator: Net earnings available to common shareholders $ 583,290 $ 14,065 Denominator: Weighted average common shares outstanding 163,652,143 144,553,603 Basic earnings per common share $ 0.00 $ 0.00 Diluted earnings per common share Numerator: Net income available to common shareholders $ 583,290 $ 14,065 Add convertible debt interest - - Net income available to common shareholders $ 583,290 $ 14,065 Denominator: Weighted average common shares outstanding 163,652,143 144,553,603 Preferred shares 20,000,000 20,000,000 Convertible debt 4,433,740 5,511,273 Adjusted weighted average common shares outstanding 188,085,883 170,064,876 Diluted earnings per common share $ 0.00 $ 0.00 |
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 carryforwards and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income (loss) in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rules on deferred tax assets and liabilities is recognized in operations in the year of change. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized. Tax benefits of uncertain tax positions are recognized only if it is more likely than not that the Company will be able to sustain a position taken on an income tax return. The Company has no liability for uncertain tax positions as of September 30, 2021 and December 31, 2020. Interest and penalties, if any, related to unrecognized tax benefits would be recognized as interest expense. The Company does no |
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 |
Effect of Recent Accounting Pronouncements | Effect of Recent Accounting Pronouncements Recently Issued Accounting Standards Not Yet Adopted The Company has reviewed all recently issued, but not yet adopted, accounting standards, in order to determine their effects, if 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. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
SCHEDULE OF ESTIMATED USEFUL LIFE OF ASSETS | SCHEDULE OF ESTIMATED USEFUL LIFE OF ASSETS Classification Estimated Useful Lives Equipment 5 7 Leasehold improvements Shorter of useful life or lease term Furniture and fixtures 4 7 Websites 3 |
SCHEDULE OF BASIC AND DILUTED EARNINGS PER COMMON SHARE | The following is a reconciliation of basic and diluted earnings per common share for the nine months ended September 30, 2021 and 2020: SCHEDULE OF BASIC AND DILUTED EARNINGS PER COMMON SHARE For the Nine Months Ended September 30, 2021 2020 Basic earnings per common share Numerator: Net earnings available to common shareholders $ 583,290 $ 14,065 Denominator: Weighted average common shares outstanding 163,652,143 144,553,603 Basic earnings per common share $ 0.00 $ 0.00 Diluted earnings per common share Numerator: Net income available to common shareholders $ 583,290 $ 14,065 Add convertible debt interest - - Net income available to common shareholders $ 583,290 $ 14,065 Denominator: Weighted average common shares outstanding 163,652,143 144,553,603 Preferred shares 20,000,000 20,000,000 Convertible debt 4,433,740 5,511,273 Adjusted weighted average common shares outstanding 188,085,883 170,064,876 Diluted earnings per common share $ 0.00 $ 0.00 |
FIXED ASSETS (Tables)
FIXED ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF FIXED ASSETS AND FINANCE LEASE RIGHT OF USE ASSETS | Fixed assets and finance lease right of use assets, stated at cost, less accumulated depreciation at September 30, 2021 and December 31, 2020 consisted of the following: SCHEDULE OF FIXED ASSETS AND FINANCE LEASE RIGHT OF USE ASSETS September 30, 2021 December 31, 2020 Land $ 970,455 $ 970,455 Equipment 368,868 368,868 Autos and trucks 72,898 72,898 Construction in process 26,150 - Land and building – rental property 256,388 - Less: accumulated depreciation (341,764 ) (291,668 ) Property and equipment, net $ 1,352,995 $ 1,120,553 |
CONVERTIBLE NOTE PAYABLE AND _2
CONVERTIBLE NOTE PAYABLE AND NOTES PAYABL (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF FAIR VALUE LIABILITIES MEASURED ON RECURRING BASIS | 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, 2021 and December 31, 2020: SCHEDULE OF FAIR VALUE LIABILITIES MEASURED ON RECURRING BASIS Fair value at Level 1 Level 2 Level 3 September 30, 2021 Liabilities: Derivative liabilities $ - $ - $ 218,505 $ 218,505 Fair value at Level 1 Level 2 Level 3 December 31, 2020 Liabilities: Derivative liabilities $ - $ - $ 222,712 $ 222,712 |
SCHEDULE OF DERIVATIVE LIABILITIES AT FAIR VALUE | SCHEDULE OF DERIVATIVE LIABILITIES AT FAIR VALUE Fair value at December 31, 2020 $ 222,712 Gain on change in fair value of derivative liabilities (4,207 ) Fair value at September 30, 2021 $ 218,505 |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCRUED EXPENSES | SCHEDULE OF ACCRUED EXPENSES September 30, 2021 December 31, 2020 Credit cards payable $ 122,916 $ 43,046 Accrued interest 53,046 54,292 Accrued taxes 107,279 - Other accrued expenses 59,284 75,585 Total accrued expenses $ 342,525 $ 172,923 |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
SUMMARY OF RECONCILIATION OF ITEMS CONSTITUTING PROFIT AND LOSS FROM DISCONTINUED OPERATIONS | SUMMARY OF RECONCILIATION OF ITEMS CONSTITUTING PROFIT AND LOSS FROM DISCONTINUED OPERATIONS 2021 2020 Revenue $ - $ - Direct costs of revenue - - General and administrative - - Marketing and selling - - Income from operations - - Gain from forgiveness of debt - - Gain on disposal - 96,635 Net income $ - $ 96,635 |
ORGANIZATION AND DESCRIPTION _2
ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative) - shares | Apr. 19, 2018 | Jul. 01, 2008 | Sep. 30, 2021 |
Preferred stock voting rights description | Each share of preferred stock has 100 votes per share and is convertible into 10 shares of common stock | ||
Just Right Products, Inc. [Member] | |||
Business acquisition, percentage | 100.00% | ||
Acquisition percentage of voting shares | 61.00% | ||
Just Right Products, Inc. [Member] | Series A Preferred Stock [Member] | |||
Issuance of restricted shares | 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. | ||
Common Stock [Member] | |||
Shares issued for assets acquired | 10,000,000 |
SCHEDULE OF ESTIMATED USEFUL LI
SCHEDULE OF ESTIMATED USEFUL LIFE OF ASSETS (Details) | 9 Months Ended |
Sep. 30, 2021 | |
Leaseholds and Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life of asset, description | Shorter of useful life or lease term |
Websites [Member] | |
Property, Plant and Equipment [Line Items] | |
Fixed assets estimated useful life | 3 years |
Minimum [Member] | Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Fixed assets estimated useful life | 5 years |
Minimum [Member] | Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Fixed assets estimated useful life | 4 years |
Maximum [Member] | Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Fixed assets estimated useful life | 7 years |
Maximum [Member] | Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Fixed assets estimated useful life | 7 years |
SCHEDULE OF BASIC AND DILUTED E
SCHEDULE OF BASIC AND DILUTED EARNINGS PER COMMON SHARE (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Basic earnings per common share | ||||
Net income available to common shareholders | $ 583,290 | $ 14,065 | ||
Denominator: | ||||
Weighted average common shares outstanding | 163,652,143 | 156,418,447 | 163,652,143 | 144,553,603 |
Basic earnings per common share | $ 0 | $ 0 | $ 0 | $ 0 |
Diluted earnings per common share | ||||
Add convertible debt interest | ||||
Net income available to common shareholders | $ 583,290 | $ 14,065 | ||
Denominator: | ||||
Preferred shares | 20,000,000 | 20,000,000 | ||
Convertible debt | 4,433,740 | 5,511,273 | ||
Adjusted weighted average common shares outstanding | 188,085,883 | 181,897,112 | 188,085,883 | 170,064,876 |
Diluted earnings per common share | $ 0 | $ 0 | $ 0 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($)Segment | |
Product Information [Line Items] | |||
Cash equivalents | $ 0 | $ 0 | |
FDIC insured limit | 250,000 | ||
Amount in excess of the FDIC insurance | 404,200 | ||
Accounts Receivable, Allowance for Credit Loss | 0 | ||
Accounts Receivable, Credit Loss Expense (Reversal) | 2,221 | $ 5,106 | |
Inventory | 60,545 | 207,576 | |
Assets or liabilities other than derivative liabilities measured at fair value | 0 | 0 | |
Impairments of long-lived assets | 0 | 0 | |
Uncertain tax positions | $ 0 | $ 0 | |
Number of reporting segments | Segment | 1 | ||
Four Vendor [Member] | Revenues [Member] | Supplier Concentration Risk [Member] | |||
Product Information [Line Items] | |||
Concentration risk, percentage | 83.00% | ||
Four Vendor [Member] | Accounts Payable [Member] | Supplier Concentration Risk [Member] | |||
Product Information [Line Items] | |||
Concentration risk, percentage | 77.00% | ||
Two Vendor [Member] | Revenues [Member] | Supplier Concentration Risk [Member] | |||
Product Information [Line Items] | |||
Concentration risk, percentage | 37.00% | ||
Two Vendor [Member] | Accounts Payable [Member] | Supplier Concentration Risk [Member] | |||
Product Information [Line Items] | |||
Concentration risk, percentage | 0.00% |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Net income (loss) from continuing operations | $ 593,494 | $ (20,114) | $ 583,290 | $ (82,570) | |
Cash provided by operating activities | 622,183 | $ (151,303) | |||
Working capital deficit | 222,541 | 222,541 | |||
Retained earnings | $ 661,401 | $ 661,401 | $ 78,111 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Franchise Agreement [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Lessor, Operating Lease, Renewal Term | 5 years | |
Lease description | The Company is obligated to pay 5% of gross revenue for use of systems and manuals. | |
Amount paid under agreement | $ 62,870 | $ 16,076 |
Uniform Supply Agreement [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Lease description | The Company has an agreement to be the exclusive provider of school uniforms and logos for a charter school. The Company is obligated to provide a 3% donation to the charter school each school year. The agreement is for each school year ending through May 31, 2021. | |
Amount paid under agreement | $ 4,459 | $ 0 |
SCHEDULE OF FIXED ASSETS AND FI
SCHEDULE OF FIXED ASSETS AND FINANCE LEASE RIGHT OF USE ASSETS (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Less: accumulated depreciation | $ (341,764) | $ (291,668) |
Property and equipment, net | 1,352,995 | 1,120,553 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 970,455 | 970,455 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 368,868 | 368,868 |
Autos and Trucks [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 72,898 | 72,898 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 26,150 | |
Land and Building - Rental Property [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 256,388 |
FIXED ASSETS (Details Narrative
FIXED ASSETS (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | |
Aug. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |||
Payment to acquire land and building | $ 282,537 | ||
Payment of cash | $ 110,537 | ||
Depreciation | $ 50,095 | $ 50,457 |
SCHEDULE OF FAIR VALUE LIABILIT
SCHEDULE OF FAIR VALUE LIABILITIES MEASURED ON RECURRING BASIS (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Defined Benefit Plan Disclosure [Line Items] | ||
Derivative liabilities | $ 218,505 | $ 222,712 |
Fair Value, Inputs, Level 1 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Derivative liabilities | ||
Fair Value, Inputs, Level 2 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Derivative liabilities | ||
Fair Value, Inputs, Level 3 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Derivative liabilities | $ 218,505 | $ 222,712 |
SCHEDULE OF DERIVATIVE LIABILIT
SCHEDULE OF DERIVATIVE LIABILITIES AT FAIR VALUE (Details) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Debt Disclosure [Abstract] | |
Fair value beginning | $ 222,712 |
Gain on change in fair value of derivative liabilities | (4,207) |
Fair value ending | $ 218,505 |
CONVERTIBLE NOTE PAYABLE AND _3
CONVERTIBLE NOTE PAYABLE AND NOTES PAYABL (Details Narrative) | Aug. 03, 2021USD ($) | Mar. 05, 2021 | Oct. 16, 2020USD ($) | Apr. 05, 2020USD ($) | Apr. 01, 2018USD ($) | Oct. 31, 2020 | Mar. 31, 2020 | Sep. 30, 2021USD ($)Daysshares | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2018USD ($) |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Proceeds from convertible promissory note | $ 106,092 | ||||||||||
Debt instrument, fee amount | $ 53,046 | ||||||||||
Debt instrument, maturity date | Aug. 3, 2026 | Oct. 16, 2021 | Mar. 5, 2019 | ||||||||
Common stock lowest percentage | 35.00% | ||||||||||
Threshold trading days | Days | 10 | ||||||||||
Debt converted into number of shares | shares | 4,433,740 | ||||||||||
Note balance | $ 106,092 | $ 106,092 | |||||||||
Change in fair value of derivative liability | 4,207 | $ 2,193 | |||||||||
Interest rate | 4.50% | 5.00% | |||||||||
Secured promissory note | $ 172,000 | $ 372,000 | |||||||||
Debt instrument, extended maturity date | Oct. 16, 2022 | ||||||||||
Secured notes payable | 391,393 | 523,698 | |||||||||
Long term notes payable | 129,514 | ||||||||||
Notes payable, current | $ 261,879 | $ 523,698 | |||||||||
Small Business Administration ("SBA") [Member] | Government's Assistance Related to COVID-19 [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Proceeds from loan | $ 169,495 | ||||||||||
Interest rate | 0.98% | ||||||||||
Debt instrument term, description | due in eight weeks | ||||||||||
Measurement Input, Option Volatility [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Percentage of embedded derivative liability measurement input | 100.00% | 100.00% | |||||||||
Measurement Input, Exercise Price [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Embedded derivative liability, measurement input | 0.0239 | 0.0163 | |||||||||
Measurement Input, Risk Free Interest Rate [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Percentage of embedded derivative liability measurement input | 0.05% | 0.11% | |||||||||
Extended Maturity [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Debt instrument, maturity date | Mar. 5, 2022 | Mar. 5, 2021 | Mar. 5, 2020 | ||||||||
Share-based Payment Arrangement, Tranche One [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Proceeds from convertible promissory note | $ 48,697 | $ 57,395 |
SCHEDULE OF ACCRUED EXPENSES (D
SCHEDULE OF ACCRUED EXPENSES (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Credit cards payable | $ 122,916 | $ 43,046 |
Accrued interest | 53,046 | 54,292 |
Accrued taxes | 107,279 | |
Other accrued expenses | 59,284 | 75,585 |
Total accrued expenses | $ 342,525 | $ 172,923 |
ACCRUED EXPENSES (Details Narra
ACCRUED EXPENSES (Details Narrative) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accrued expenses | $ 342,576 | $ 172,923 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Dec. 31, 2020 | Jul. 28, 2020 | Jan. 09, 2020 | Sep. 30, 2021 | Sep. 30, 2020 |
Hockey, Inc [Member] | Revenues [Member] | Customer Concentration Risk [Member] | |||||
Related Party Transaction [Line Items] | |||||
Concentration Risk, Percentage | 1.40% | ||||
Hockey, Inc [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||||
Related Party Transaction [Line Items] | |||||
Concentration Risk, Percentage | 62.00% | 0.00% | |||
Consulting Agreement [Member] | Motasem Khanfur [Member] | |||||
Related Party Transaction [Line Items] | |||||
Number of shares issued, shares | 500,000 | ||||
Consulting Agreement [Member] | Sarah Nelson [Member] | |||||
Related Party Transaction [Line Items] | |||||
Number of shares issued, shares | 1,000,000 | ||||
Consulting Agreement [Member] | Andreana McKelvey [Member] | |||||
Related Party Transaction [Line Items] | |||||
Number of shares issued, shares | 250,000 | ||||
M&M Real Estate, Inc [Member] | |||||
Related Party Transaction [Line Items] | |||||
Operating Lease, Expense | $ 65,000 | ||||
Number of shares issued, shares | 22,232,143 | ||||
M&M Real Estate, Inc [Member] | Asset Purchase Agreement [Member] | |||||
Related Party Transaction [Line Items] | |||||
Cost basis | $ 498,000 | ||||
Haltom City [Member] | |||||
Related Party Transaction [Line Items] | |||||
Operating Lease, Payments | $ 6,500 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - $ / shares | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | ||
Common stock, shares authorized | 800,000,000 | 800,000,000 |
Preferred stock, shares authorized | 80,000,000 | 80,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares outstanding | 163,652,143 | 163,652,143 |
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 CUSTOMERS (Det
CONCENTRATION OF CUSTOMERS (Details Narrative) - Customer Concentration Risk [Member] | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Revenues [Member] | Two Customers [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 42.00% | 52.00% | |
Accounts Receivable [Member] | Two Customers [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 67.00% | ||
Accounts Receivable [Member] | No Customers [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 10.00% |
LEASE LIABILITY (Details Narrat
LEASE LIABILITY (Details Narrative) | 9 Months Ended |
Sep. 30, 2021ft² | |
Lease expiration date | Jun. 1, 2020 |
Haltom City [Member] | |
Office area | 18,000 |
Arlington [Member] | |
Office area | 6,000 |
SUMMARY OF RECONCILIATION OF IT
SUMMARY OF RECONCILIATION OF ITEMS CONSTITUTING PROFIT AND LOSS FROM DISCONTINUED OPERATIONS (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | ||||
Revenue | ||||
Direct costs of revenue | ||||
General and administrative | ||||
Marketing and selling | ||||
Income from operations | ||||
Gain from forgiveness of debt | ||||
Gain on disposal | (96,635) | |||
Net income | $ 96,635 |