Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 11, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Period Focus | FY | ||
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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 Public Float | $ 7,318,554 | ||
Entity Common Stock, Shares Outstanding | 153,652,143 | ||
Auditor Name | PWR CPA, LLP | ||
Auditor Location | Houston, Texas | ||
Auditor Firm ID | 6686 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash | $ 418,413 | $ 277,364 |
Accounts receivable, net | 711,178 | 66,305 |
Accounts receivable, related party | 110,050 | |
Other receivables, related party | 38,516 | |
Inventory | 139,111 | 207,576 |
Prepaid expenses and other current assets | 38,854 | 111,175 |
Total current assets | 1,346,072 | 772,470 |
Property and equipment, net | 1,376,356 | 1,120,553 |
Goodwill | 688,778 | 688,778 |
Total assets | 3,411,206 | 2,581,801 |
Current liabilities | ||
Accounts payable | 20,872 | 4,866 |
Accrued expenses | 350,645 | 172,923 |
Income tax payable | 114,929 | |
Current portion of notes payable -secured | 225,837 | 523,698 |
Convertible notes payable, net of discounts | 106,092 | 106,092 |
Derivative liabilities | 218,017 | 222,712 |
Total current liabilities | 1,036,392 | 1,030,291 |
Noncurrent liabilities | ||
Notes payable - secured, net of current portion | 85,956 | |
Total noncurrent liabilities | 85,956 | |
Total liabilities | 1,122,348 | 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 December 31, 2021 and 2020 | 2,000 | 2,000 |
Common stock, $0.001 par value, 800,000,000 shares authorized, 153,652,143 and 163,652,143 shares issued and outstanding at December 31, 2021 and 2020, respectively | 153,652 | 163,652 |
Additional paid-in capital | 1,317,747 | 1,307,747 |
Retained earnings | 815,459 | 78,111 |
Total stockholders’ equity | 2,288,858 | 1,551,510 |
Total liabilities and stockholders’ equity | $ 3,411,206 | $ 2,581,801 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 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 or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 800,000,000 | 800,000,000 |
Common Stock, Shares, Outstanding | 153,652,143 | 163,652,143 |
Common Stock, Shares, Issued | 153,652,143 | 163,652,143 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue | ||
Total revenue | $ 6,556,864 | $ 5,037,518 |
Operating expenses | ||
Direct costs of revenue | 3,990,161 | 3,043,512 |
General and administrative | 1,641,648 | 1,914,947 |
Marketing and selling | 209,979 | 200,296 |
Total operating expenses | 5,841,788 | 5,158,755 |
Operating income (loss) | 715,076 | (121,237) |
Other income (expense) | ||
Gain (loss) on change in fair value of derivative liabilities | 4,695 | (25,248) |
Gain on insurance settlement | 20,000 | |
Gain on forgiveness of debt | 169,495 | 10,000 |
Other income | 11,790 | |
Interest expense | (16,634) | (1,437) |
Total other income (expense) | 169,346 | 3,315 |
Income (loss) before tax provision | 884,422 | (117,922) |
Provision for income taxes | 147,074 | 2,000 |
Net income (loss) from continuing operations | 737,348 | (119,922) |
Net income from discontinued operations | 96,635 | |
Net income (loss) | $ 737,348 | $ (23,287) |
Net income (loss) per share for continuing operations - basic | $ 0 | $ 0 |
Net income (loss) per share for continuing operations - diluted | $ 0 | $ 0 |
Weighted average number of shares outstanding | ||
basic | 162,965,330 | 149,390,176 |
diluted | 187,159,795 | 149,390,176 |
School Uniform [Member] | ||
Revenue | ||
Total revenue | $ 1,417,691 | $ 626,218 |
Promotional Sales [Member] | ||
Revenue | ||
Total revenue | $ 5,139,173 | $ 4,411,300 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 737,348 | $ (23,287) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) continuing operations: | ||
Depreciation and amortization | 59,283 | 67,275 |
Stock-based compensation | 231,875 | |
Bad debt expense | 2,171 | 5,946 |
Gain on disposal of ADM Enterprises, Inc. | (96,635) | |
Change in derivative liability | (4,695) | 25,248 |
Gain on forgiveness of debt | (169,495) | (10,000) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (647,044) | (3,781) |
Accounts receivable, related party | 110,050 | (102,320) |
Other receivable, related party | (38,516) | |
Inventory | 68,465 | (68,883) |
Prepaid expenses and other assets | 72,321 | (43,734) |
Accounts payable | 16,006 | (16,645) |
Accrued expenses | 177,722 | (24,359) |
Income tax payable | 114,929 | |
Net cash provided by (used in) operating activities | 498,545 | (59,300) |
Cash flows used in investing activities | ||
Purchase of property and equipment | (143,086) | (100,455) |
Disposal of ADM Enterprises, Inc. | (12,759) | |
Net cash used in investing activities | (143,086) | (113,214) |
Cash flows used in financing activities: | ||
Proceeds from notes payable | 179,495 | |
Repayments on notes payable | (214,410) | (17,797) |
Net cash provided by (used in) financing activities | (214,410) | 161,698 |
Net change in cash | 141,049 | (10,816) |
Cash at beginning of period | 277,364 | 288,180 |
Cash at end of period | 418,413 | 277,364 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 16,590 | 3,203 |
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 | $ 372,000 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - 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 |
Beginning balance, shares at Dec. 31, 2019 | 2,000,000 | 136,270,000 | |||
Common stock issued for services | $ 5,150 | 292,350 | 297,500 | ||
Common stock issued for services, shares | 5,150,000 | ||||
Common stock issued for land | $ 22,232 | 475,768 | 498,000 | ||
Common stock isued for land, shares | 22,232,143 | ||||
Net income (loss) | (23,287) | (23,287) | |||
Ending balance, value at Dec. 31, 2020 | $ 2,000 | $ 163,652 | 1,307,747 | 78,111 | 1,551,510 |
Ending balance, shares at Dec. 31, 2020 | 2,000,000 | 163,652,143 | |||
Common stock returned by officer | $ (10,000) | 10,000 | |||
Common stock returned by officer, shares | (10,000,000) | ||||
Net income (loss) | 737,348 | 737,348 | |||
Ending balance, value at Dec. 31, 2021 | $ 2,000 | $ 153,652 | $ 1,317,747 | $ 815,459 | $ 2,288,858 |
Ending balance, shares at Dec. 31, 2021 | 2,000,000 | 153,652,143 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 12 Months Ended |
Dec. 31, 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 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 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 0.001 80,000,000 0.001 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 made a settlement with Ardell Mees to provide him with the assets of the Disposed Company and in exchange, Mr. Mees assumed 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. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The accompanying consolidated financial statements include all of the accounts of the Company and its wholly owned subsidiary JRP, at December 31, 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, derivative liability 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 three months or less when purchased to be cash equivalents. At December 31, 2021 and 2020, the Company had no 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 2,171 5,946 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 $ 139,111 207,576 Three vendors accounted for approximately 71.5 57.6 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 LIVE 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 charges were recorded in fiscal 2020 or 2021 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 ASC 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 guest, which is our only performance obligation. 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 fulfillment 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 fulfillment centers. 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 years ended December 31, 2021 and 2020: SCHEDULE OF EARNINGS PER SHARE BASIC AND DILUTED For the Years Ended December 31, 2021 2020 Basic earnings (loss) per common share Numerator: Net income (loss) available to common shareholders $ 737,348 $ (23,287 ) Denominator: Weighted average common shares outstanding 162,965,330 149,390,176 Basic earnings (loss) per common share $ 0.00 $ (0.00 ) Diluted earnings (loss) per common share Numerator: Net income (loss) available to common shareholders $ 737,348 $ (23,287 ) Add convertible debt interest - - Net income (loss) available to common shareholders $ 737,348 $ (23,287 ) Denominator: Weighted average common shares outstanding 162,965,330 149,390,176 Preferred shares 20,000,000 - Convertible debt 4,194,465 - Adjusted weighted average common shares outstanding 187,159,795 149,390,176 Diluted earnings (loss) 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 December 31, 2021 and 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 Recent Accounting Pronouncements The Company does not believe that any other recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying financial statements. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | NOTE 3 – GOING CONCERN The Company considered its going concern disclosure requirements in accordance with ASC 240-40-50. The Company concluded that its history of negative working capital and negative cash flows from operating are conditions that raised substantial doubt about the Company’s ability to continue as a going concern. Without a successful plan in place from management these conditions could negatively impact the Company’s ability to meets its financial obligations over the next year. In response, the Company has implemented a plan to alleviate such substantial concern as follows. During the year ended December 31, 2021, the Company had net income from continuing operations of $ 737,348 498,545 527,697 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 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. 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 years ended December 31, 2021 and 2020, the Company paid $ 69,460 32,150 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, 2021 During the years ended December 31, 2021 and 2020, the Company paid $ 4,460 4,290 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 5 – PROPERTY AND EQUIPMENT Fixed assets are stated at cost, less accumulated depreciation for continuing operations at December 31, 2021 and 2020 consisted of the following: SCHEDULE OF PROPERTY PLANT AND EQUIPMENT December 31, December 31, Land $ 970,455 $ 970,455 Equipment 368,868 368,868 Autos and trucks 72,898 72,898 Construction in process 58,698 - Land and building – rental property 256,388 - Less: accumulated depreciation (350,951 ) (291,668 ) Property and equipment, net $ 1,376,356 $ 1,120,553 Depreciation expense for continuing operations for the years ended December 31, 2021 and 2020 was $ 59,283 67,275 |
CONVERTIBLE NOTE PAYABLE AND NO
CONVERTIBLE NOTE PAYABLE AND NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTE PAYABLE AND NOTES PAYABLE | NOTE 6 – CONVERTIBLE NOTE PAYABLE AND NOTES PAYABLE Convertible Note Payable On April 1, 2018, the Company assumed a convertible promissory note in connection with the reverse acquisition. The Company received total funding of $ 106,092 as of December 31, 2018. The note had fees of $ 53,046 which were recorded as a discount to the convertible promissory note and are being amortized over the life of the loan using the effective interest method. The maturity of the note is March 5, 2022 March 5, 2023 The note is convertible into common stock at a price of 35 ten 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. Amortization of the debt discount totaled $ 16,548 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 December 31, 2021 and 2020: SCHEDULE OF FAIR VALUE LIABILITIES MEASURED ON RECURRING BASIS Fair value at Level 1 Level 2 Level 3 December 31, 2021 Liabilities: Derivative liabilities $ $ $ 218,017 $ 218,017 Fair value at Level 1 Level 2 Level 3 December 31, 2020 Liabilities: Derivative liabilities $ - $ - $ 222,712 $ 222,712 As of December 31, 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 0.0277 0.05 0.19 4,695 25,248 The table below presents the change in the fair value of the derivative liability during the year ended December 31, 2021 and 2020: SCHEDULE OF DERIVATIVE LIABILITIES AT FAIR VALUE Fair value at December 31, 2019 $ 197,464 Loss on change in fair value of derivative liabilities 25,248 Fair value at December 31, 2020 222,712 Gain on change in fair value of derivative liabilities (4,695 ) Fair value at December 31, 2021 $ 218,017 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 April 29, 2020, the Company received the government assistance check of $ 10,000 10,000 On October 16, 2020, the Company entered into a secured promissory note in the amount of $ 372,000 . The note is secured by the deed of trust on the property and bears interest at 5 % and is due on October 16, 2021 . In October 2021, the note was extended to April 16, 2022 212,706 354,203 On August 3, 2021, the Company entered into a secured promissory note in the amount of $ 172,000 . The note is secured by the deed of trust on the property and bears interest at 4.5 % and is due on August 3, 2026 . 1,094 99,087 As of December 31, 2021, the secured notes payable balance was $ 311,793 , consisting of long term notes payable of $ 85,956 and current portion of notes payable of $ 225,837 . As of December 31, 2020 the notes payable balance was $ 523,698 . Future maturities of debt as of December 31, 2021 are as follows: SCHEDULE OF MATURITIES OF DEBT 2022 $ 221,425 2023 9,260 2024 9,685 2025 10,130 2026 61,158 Total $ 311,658 |
ACCRUED EXPENSE
ACCRUED EXPENSE | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSE | NOTE 7 – ACCRUED EXPENSE The Company had total accrued expenses for continuing operations of $ 350,645 172,923 SCHEDULE OF ACCRUED EXPENSES December 31, 2021 December 31, 2020 Credit cards payable $ 197,234 $ 43,046 Accrued interest 53,046 54,292 Other accrued expenses 100,365 75,585 Total accrued expenses $ 350,645 $ 172,923 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 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 Company incurred lease expense of $ 117,962 and $ 78,000 , respectively, to M & M for the years ended December 31, 2021 and 2020. The Company incurred equipment rental expense to M&M of approximately $ 9,000 for the years ended December 31, 2021 and 2020. 9,201 28,968 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 10.4 498,000 A Consultant engaged by the Company 2020 is the owner of 24.7.365 Hockey, Inc., a customer of the Company. During the year ended December 31, 2020, 24.7.365 Hockey, Inc. made up approximately 3 62 Employment 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 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 12 Months Ended |
Dec. 31, 2021 | |
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 153,652,143 and 163,652,143 outstanding shares of common stock at December 31, 2021 and 2020, respectively. There were 2,000,000 outstanding shares of preferred stock as of December 31, 2021 and 2020, respectively. Each share of preferred stock has 100 votes per share and is convertible into 10 On December 6, 2021, Marc Johnson, the Company’s CEO, agreed to return and cancel 10,000,000 On May 1, 2018, the Company entered into a consulting agreement for financial services and business development for a term of one year and agreed to issue 2,250,000 common shares earned on a monthly basis to an officer’s family member. This agreement was renewed on May 30, 2020. During the year ended December 2020, the Company issued 2,250,000 shares related to the agreements. The Company recorded expense of $ 65,625 and $ 91,875 for the years ended December 31, 2021 and 2020, respectively. On January 9, 2020, Andreana McKelvey resigned as director. She was awarded 250,000 5,000 On April 24, 2020, the Company entered into a consulting agreement for financial services and agreed to issue 650,000 65,000 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 10.4 498,000 22,232,143 On September 24, 2020, the Company issued 500,000 40,000 |
CUSTOMER CONCENTRATION
CUSTOMER CONCENTRATION | 12 Months Ended |
Dec. 31, 2021 | |
Risks and Uncertainties [Abstract] | |
CUSTOMER CONCENTRATION | NOTE 10 – CUSTOMER CONCENTRATION Concentration of revenue During the year ended December 31, 2021, two customers made up approximately 44 57 Concentration of accounts receivable Two customers accounted for 64 % of accounts receivable as of December 31, 2021. There were no customers that accounted for more than 10% of accounts receivable as of December 31, 2020 except as noted in the related party transactions. |
LEASE LIABILITY
LEASE LIABILITY | 12 Months Ended |
Dec. 31, 2021 | |
Lease Liability | |
LEASE LIABILITY | NOTE 11 – LEASE LIABILITY Operating Leases The Company leases approximately 18,000 square feet of space in Haltom City, Texas, on a month to month basis. 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. Lease expense related to this facility was approximately $ 118,000 and $ 78,000 for the years ended December 31, 2021 and 2020, respectively. The Company has approximately 6,000 June 1, 2020 |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 12 Months Ended |
Dec. 31, 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 made a settlement with Ardell Mees to provide him with the assets of the Disposed Company and in exchange, Mr. Mees assumed all liabilities of the Disposed Company. As part of the transaction, Mr. Mees resigned from all positions with the Company and, in a private transaction, sold a significant portion of his ownership in the Company to Marc Johnson. The Company and Mr. Mees entered into an indemnification agreement whereby Mr. Mees indemnified the Company for any liabilities of the Disposed Company. The Disposed Company reported net income of $ 96,635 SUMMARY OF RECONCILIATION OF ITEMS CONSTITUTING PROFIT AND LOSS FROM DISCONTINUED OPERATIONS Reconciliation of the Items Constituting Profit and (Loss) from Discontinued Operations For the Years Ended December 31, 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 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 13 – INCOME TAXES The Company’s tax expense differs from the “expected” tax expense for Federal income tax purposes (computed by applying the United States Federal tax rate of 21 SCHEDULE OF INCOME TAX PROVISIONS December 31, 2021 December 31, 2020 Tax expense (benefit) at the statutory rate $ 186,000 $ (4,000 ) Permanent differences (36,000 ) (6,000 ) Other (11,000 ) Change in valuation allowance 8,000 12,000 Total $ 147,000 $ 2,000 The tax effects of the temporary differences between reportable financial statement income and taxable income are recognized as deferred tax assets and liabilities. The Company has no material deferred tax assets and liabilities at December 31, 2021 and 2020. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Because of the historical earnings history of the Company, the net deferred tax assets for 2021 and 2020 were fully offset by a 100% valuation allowance. The net operating loss carry forward was fully utilized in 2019 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include all of the accounts of the Company and its wholly owned subsidiary JRP, at December 31, 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, derivative liability 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 three months or less when purchased to be cash equivalents. At December 31, 2021 and 2020, the Company had no |
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 2,171 5,946 |
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 $ 139,111 207,576 Three vendors accounted for approximately 71.5 57.6 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 LIVE 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 charges were recorded in fiscal 2020 or 2021 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 ASC 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 guest, which is our only performance obligation. 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 fulfillment 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 fulfillment centers. |
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 years ended December 31, 2021 and 2020: SCHEDULE OF EARNINGS PER SHARE BASIC AND DILUTED For the Years Ended December 31, 2021 2020 Basic earnings (loss) per common share Numerator: Net income (loss) available to common shareholders $ 737,348 $ (23,287 ) Denominator: Weighted average common shares outstanding 162,965,330 149,390,176 Basic earnings (loss) per common share $ 0.00 $ (0.00 ) Diluted earnings (loss) per common share Numerator: Net income (loss) available to common shareholders $ 737,348 $ (23,287 ) Add convertible debt interest - - Net income (loss) available to common shareholders $ 737,348 $ (23,287 ) Denominator: Weighted average common shares outstanding 162,965,330 149,390,176 Preferred shares 20,000,000 - Convertible debt 4,194,465 - Adjusted weighted average common shares outstanding 187,159,795 149,390,176 Diluted earnings (loss) 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 December 31, 2021 and 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 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company does not believe that any other recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SCHEDULE OF ESTIMATED USEFUL LIVE | SCHEDULE OF ESTIMATED USEFUL LIVE 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 EARNINGS PER SHARE BASIC AND DILUTED | The following is a reconciliation of basic and diluted earnings (loss) per common share for the years ended December 31, 2021 and 2020: SCHEDULE OF EARNINGS PER SHARE BASIC AND DILUTED For the Years Ended December 31, 2021 2020 Basic earnings (loss) per common share Numerator: Net income (loss) available to common shareholders $ 737,348 $ (23,287 ) Denominator: Weighted average common shares outstanding 162,965,330 149,390,176 Basic earnings (loss) per common share $ 0.00 $ (0.00 ) Diluted earnings (loss) per common share Numerator: Net income (loss) available to common shareholders $ 737,348 $ (23,287 ) Add convertible debt interest - - Net income (loss) available to common shareholders $ 737,348 $ (23,287 ) Denominator: Weighted average common shares outstanding 162,965,330 149,390,176 Preferred shares 20,000,000 - Convertible debt 4,194,465 - Adjusted weighted average common shares outstanding 187,159,795 149,390,176 Diluted earnings (loss) per common share $ 0.00 $ (0.00 ) |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY PLANT AND EQUIPMENT | Fixed assets are stated at cost, less accumulated depreciation for continuing operations at December 31, 2021 and 2020 consisted of the following: SCHEDULE OF PROPERTY PLANT AND EQUIPMENT December 31, December 31, Land $ 970,455 $ 970,455 Equipment 368,868 368,868 Autos and trucks 72,898 72,898 Construction in process 58,698 - Land and building – rental property 256,388 - Less: accumulated depreciation (350,951 ) (291,668 ) Property and equipment, net $ 1,376,356 $ 1,120,553 |
CONVERTIBLE NOTE PAYABLE AND _2
CONVERTIBLE NOTE PAYABLE AND NOTES PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2021 and 2020: SCHEDULE OF FAIR VALUE LIABILITIES MEASURED ON RECURRING BASIS Fair value at Level 1 Level 2 Level 3 December 31, 2021 Liabilities: Derivative liabilities $ $ $ 218,017 $ 218,017 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 | The table below presents the change in the fair value of the derivative liability during the year ended December 31, 2021 and 2020: SCHEDULE OF DERIVATIVE LIABILITIES AT FAIR VALUE Fair value at December 31, 2019 $ 197,464 Loss on change in fair value of derivative liabilities 25,248 Fair value at December 31, 2020 222,712 Gain on change in fair value of derivative liabilities (4,695 ) Fair value at December 31, 2021 $ 218,017 |
SCHEDULE OF MATURITIES OF DEBT | Future maturities of debt as of December 31, 2021 are as follows: SCHEDULE OF MATURITIES OF DEBT 2022 $ 221,425 2023 9,260 2024 9,685 2025 10,130 2026 61,158 Total $ 311,658 |
ACCRUED EXPENSE (Tables)
ACCRUED EXPENSE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCRUED EXPENSES | SCHEDULE OF ACCRUED EXPENSES December 31, 2021 December 31, 2020 Credit cards payable $ 197,234 $ 43,046 Accrued interest 53,046 54,292 Other accrued expenses 100,365 75,585 Total accrued expenses $ 350,645 $ 172,923 |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 12 Months Ended |
Dec. 31, 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 Reconciliation of the Items Constituting Profit and (Loss) from Discontinued Operations For the Years Ended December 31, 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 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF INCOME TAX PROVISIONS | SCHEDULE OF INCOME TAX PROVISIONS December 31, 2021 December 31, 2020 Tax expense (benefit) at the statutory rate $ 186,000 $ (4,000 ) Permanent differences (36,000 ) (6,000 ) Other (11,000 ) Change in valuation allowance 8,000 12,000 Total $ 147,000 $ 2,000 |
ORGANIZATION AND DESCRIPTION _2
ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative) - $ / shares | Apr. 19, 2018 | Jul. 01, 2008 | Dec. 31, 2021 | Dec. 31, 2020 | 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 | ||
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] | |||||
Ownership percentage | 100.00% | ||||
Percentage of voting interests acquired | 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 | 22,232,143 |
SCHEDULE OF ESTIMATED USEFUL LI
SCHEDULE OF ESTIMATED USEFUL LIVE (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Fixed assets estimated useful life | 5 years |
Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Fixed assets estimated useful life | 7 years |
Leaseholds and Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life of asset, description | Shorter of useful life or lease term |
Furniture and Fixtures [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Fixed assets estimated useful life | 4 years |
Furniture and Fixtures [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Fixed assets estimated useful life | 7 years |
Websites [Member] | |
Property, Plant and Equipment [Line Items] | |
Fixed assets estimated useful life | 3 years |
SCHEDULE OF EARNINGS PER SHARE
SCHEDULE OF EARNINGS PER SHARE BASIC AND DILUTED (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Basic earnings (loss) per common share | ||
Net income (loss) available to common shareholders | $ 737,348 | $ (23,287) |
Weighted average common shares outstanding | 162,965,330 | 149,390,176 |
Basic earnings (loss) per common share | $ 0 | $ 0 |
Diluted earnings (loss) per common share | ||
Net income (loss) available to common shareholders | $ 737,348 | $ (23,287) |
Add convertible debt interest | ||
Weighted average common shares outstanding | 162,965,330 | 149,390,176 |
Preferred shares | 20,000,000 | |
Convertible debt | 4,194,465 | |
Adjusted weighted average common shares outstanding | 187,159,795 | 149,390,176 |
Diluted earnings (loss) per common share | $ 0 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 12 Months Ended | |
Dec. 31, 2021USD ($)Segment | Dec. 31, 2020USD ($)Segment | |
Product Information [Line Items] | ||
Cash equivalents | $ 0 | $ 0 |
Allowance for doubtful accounts receivable | 0 | 0 |
Bad debt expenses | 2,171 | 5,946 |
Inventory | 139,111 | 207,576 |
Assets or liabilities other than derivative liabilities measured at fair value | 0 | 0 |
Impairments of long-lived assets | 0 | 0 |
Unrecognized Tax Benefits | $ 0 | $ 0 |
Number of reporting segments | Segment | 1 | 1 |
Revenue Benchmark [Member] | Supplier Concentration Risk [Member] | Three Vendor [Member] | ||
Product Information [Line Items] | ||
Concentration risk, percentage | 71.50% | 57.60% |
Accounts Payable [Member] | Supplier Concentration Risk [Member] | Three Vendor [Member] | ||
Product Information [Line Items] | ||
Concentration risk, percentage | 0.00% | 0.00% |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Net income loss | $ 737,348 | $ (23,287) |
Cash flow from operations | 498,545 | $ (59,300) |
Working capital deficit | $ 527,697 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 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 | $ 69,460 | $ 32,150 |
Uniform Supply Agreement [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
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, 2021 | |
Amount paid under agreement | $ 4,460 | $ 4,290 |
SCHEDULE OF PROPERTY PLANT AND
SCHEDULE OF PROPERTY PLANT AND EQUIPMENT (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Accumulated depreciation | $ (350,951) | $ (291,668) |
Property and equipment, net | 1,376,356 | 1,120,553 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 970,455 | 970,455 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 368,868 | 368,868 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 72,898 | 72,898 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 58,698 | |
Land and Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 256,388 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 59,283 | $ 67,275 |
SCHEDULE OF FAIR VALUE LIABILIT
SCHEDULE OF FAIR VALUE LIABILITIES MEASURED ON RECURRING BASIS (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Defined Benefit Plan Disclosure [Line Items] | |||
Derivative liabilities | $ 218,017 | $ 222,712 | $ 197,464 |
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 | $ 218,017 | $ 222,712 |
SCHEDULE OF DERIVATIVE LIABILIT
SCHEDULE OF DERIVATIVE LIABILITIES AT FAIR VALUE (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | ||
Fair value beginning | $ 222,712 | $ 197,464 |
Gain on change in fair value of derivative liabilities | (4,695) | 25,248 |
Fair value ending | $ 218,017 | $ 222,712 |
SCHEDULE OF MATURITIES OF DEBT
SCHEDULE OF MATURITIES OF DEBT (Details) | Dec. 31, 2021USD ($) |
Debt Disclosure [Abstract] | |
2022 | $ 221,425 |
2023 | 9,260 |
2024 | 9,685 |
2025 | 10,130 |
2026 | 61,158 |
Total | $ 311,658 |
CONVERTIBLE NOTE PAYABLE AND _3
CONVERTIBLE NOTE PAYABLE AND NOTES PAYABLE (Details Narrative) | Mar. 05, 2022 | Aug. 03, 2021USD ($) | Oct. 16, 2020USD ($) | Apr. 05, 2020USD ($) | Apr. 01, 2018USD ($) | Oct. 31, 2021 | Dec. 31, 2021USD ($)Days | Dec. 31, 2020USD ($) | Dec. 31, 2018USD ($) | Apr. 29, 2020USD ($) |
Debt Instrument [Line Items] | ||||||||||
Proceeds from Convertible Debt | $ 106,092 | |||||||||
Debt Instrument, Fee Amount | $ 53,046 | |||||||||
Debt Instrument, Maturity Date | Mar. 5, 2022 | |||||||||
Conversion of debt into stock | 35.00% | |||||||||
Debt trading days | Days | 10 | |||||||||
Note balance | $ 106,092 | $ 106,092 | ||||||||
Amortization of debt discount | 16,548 | |||||||||
Change in fair value of derivative liability | 4,695 | 25,248 | ||||||||
Pandemic cost | $ 10,000 | |||||||||
Grants Receivable | $ 10,000 | |||||||||
Secured Debt | $ 372,000 | 212,706 | 354,203 | |||||||
Proceeds from Secured Notes Payable | 311,793 | |||||||||
Notes Payable, Noncurrent | 85,956 | |||||||||
Notes Payable, Current | 225,837 | |||||||||
Notes Payable | $ 523,698 | |||||||||
Secured Debt [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Maturity Date | Aug. 3, 2026 | Oct. 16, 2021 | ||||||||
Interest rate | 4.50% | 5.00% | ||||||||
Secured Debt | $ 172,000 | $ 99,087 | ||||||||
[custom:DebtInstrumentMaturityDateExtended] | Apr. 16, 2022 | |||||||||
Secured Debt [Member] | Fifty Nine Installments [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Loan monthly payment | $ 1,094 | |||||||||
Small Business Administration ("SBA") [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Proceeds from loan | $ 169,495 | |||||||||
Interest rate | 0.98% | |||||||||
Debt instrument term, description | due in eight weeks | |||||||||
Measurement Input, Option Volatility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Percentage of embedded derivative liability measurement input | 100 | |||||||||
Percentage of embedded derivative liability measurement input | 10000.00% | |||||||||
Measurement Input, Exercise Price [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Percentage of embedded derivative liability measurement input | 0.0239 | 0.0277 | ||||||||
Measurement Input, Risk Free Interest Rate [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Percentage of embedded derivative liability measurement input | 0.05 | 0.19 | ||||||||
Extended Maturity [Member] | Subsequent Event [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Maturity Date | Mar. 5, 2023 |
SCHEDULE OF ACCRUED EXPENSES (D
SCHEDULE OF ACCRUED EXPENSES (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Credit cards payable | $ 197,234 | $ 43,046 |
Accrued interest | 53,046 | 54,292 |
Other accrued expenses | 100,365 | 75,585 |
Total accrued expenses | $ 350,645 | $ 172,923 |
ACCRUED EXPENSE (Details Narrat
ACCRUED EXPENSE (Details Narrative) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accrued expenses | $ 350,645 | $ 172,923 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) | Jul. 28, 2020USD ($)ashares | Jan. 09, 2020shares | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) |
Related Party Transaction [Line Items] | ||||
Operating Lease, Expense | $ 118,000 | $ 78,000 | ||
Hockey, Inc [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||||
Related Party Transaction [Line Items] | ||||
Concentration Risk, Percentage | 3.00% | |||
Hockey, Inc [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||||
Related Party Transaction [Line Items] | ||||
Concentration Risk, Percentage | 62.00% | |||
Employment Agreements [Member] | Motasem Khanfur [Member] | ||||
Related Party Transaction [Line Items] | ||||
Number of shares issued, shares | shares | 500,000 | |||
Employment Agreements [Member] | Sarah Nelson [Member] | ||||
Related Party Transaction [Line Items] | ||||
Number of shares issued, shares | shares | 1,000,000 | |||
M&M Real Estate, Inc [Member] | ||||
Related Party Transaction [Line Items] | ||||
Operating Lease, Expense | 117,962 | $ 78,000 | ||
Equipment Expense | $ 9,000 | |||
Related Party Transaction, Due from (to) Related Party | 9,201 | |||
Due to Employees | $ 28,968 | |||
Number of shares issued, shares | shares | 22,232,143 | |||
M&M Real Estate, Inc [Member] | Asset Purchase Agreement [Member] | ||||
Related Party Transaction [Line Items] | ||||
Area of land | a | 10.4 | |||
Land acquire on cost basis | $ 498,000 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) | Dec. 06, 2021shares | Sep. 24, 2020USD ($)shares | Jul. 28, 2020USD ($)ashares | Apr. 24, 2020USD ($)shares | Jan. 09, 2020USD ($)shares | May 01, 2018shares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | May 31, 2013$ / sharesshares |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||
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 | ||||||
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||||||
Common Stock, Shares, Outstanding | 153,652,143 | 163,652,143 | |||||||
Preferred Stock, Shares Outstanding | 2,000,000 | 2,000,000 | |||||||
Preferred stock, voting rights | Each share of preferred stock has 100 votes per share and is convertible into 10 shares of common stock. | ||||||||
Conversion of Stock, Shares Issued | 10 | ||||||||
Number of shares issued for services | 500,000 | ||||||||
Share based compensation | $ | $ 65,625 | $ 91,875 | |||||||
Number of shares issued for services, value | $ | $ 40,000 | $ 297,500 | |||||||
M&M Real Estate, Inc [Member] | |||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||
Stock Issued During Period, Shares, New Issues | 22,232,143 | ||||||||
Consulting Agreement [Member] | |||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||
Number of shares issued for services | 650,000 | 2,250,000 | 2,250,000 | ||||||
Number of shares issued for services, value | $ | $ 65,000 | ||||||||
Asset Purchase Agreement [Member] | M&M Real Estate, Inc [Member] | |||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||
Area of Land | a | 10.4 | ||||||||
Land | $ | $ 498,000 | ||||||||
Marc Johnson [Member] | |||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||
Common stock shares cancelled | 10,000,000 | ||||||||
Andreana Mc Kelvey [Member] | |||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||
Share based compensation | $ | $ 5,000 | ||||||||
Number of shares awarded | 250,000 |
CUSTOMER CONCENTRATION (Details
CUSTOMER CONCENTRATION (Details Narrative) - Customer Concentration Risk [Member] - Two Customers [Member] | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Sales Revenues Net [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 44.00% | 57.00% |
Accounts Receivable [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 64.00% |
LEASE LIABILITY (Details Narrat
LEASE LIABILITY (Details Narrative) | 12 Months Ended | |
Dec. 31, 2021USD ($)ft² | Dec. 31, 2020USD ($) | |
Operating Lease, Expense | $ | $ 118,000 | $ 78,000 |
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 ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 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 |
DISCONTINUED OPERATIONS (Detail
DISCONTINUED OPERATIONS (Details Narrative) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Discontinued Operations and Disposal Groups [Abstract] | |
Net income in discontinued operations | $ 96,635 |
SCHEDULE OF INCOME TAX PROVISIO
SCHEDULE OF INCOME TAX PROVISIONS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Tax expense (benefit) at the statutory rate | $ 186,000 | $ (4,000) |
Permanent differences | (36,000) | (6,000) |
Other | (11,000) | |
Change in valuation allowance | 8,000 | 12,000 |
Total | $ 147,074 | $ 2,000 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Income tax corporate, percentage | 21.00% | 21.00% |
Deferred tax assets valuation allowance description | Because of the historical earnings history of the Company, the net deferred tax assets for 2021 and 2020 were fully offset by a 100% valuation allowance. The net operating loss carry forward was fully utilized in 2019 |