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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

 

For the quarterly period ended September 30, 2024

 

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

 

For the transition period from ______ to _______

 

Commission File Number 000-56047

 

ADM ENDEAVORS, INC.

(Exact name of registrant as specified in its charter)

 

Nevada   45-0459323
(State of incorporation)   (I.R.S. Employer Identification No.)

 

5941 Posey Lane

Haltom City, Texas 76117

(Address of principal executive offices)

 

(817) 840-6271

(Registrant’s telephone number)

 

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

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
N/A   N/A   N/A

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large Accelerated Filer ☐ Accelerated Filer ☐
Non-Accelerated Filer ☒ Smaller Reporting Company ☒
    Emerging Growth Company ☐

 

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

 

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

 

As of November 14, 2024, there were 156,637,143 shares of the registrant’s $0.001 par value common stock issued, issuable, and outstanding.

 

 

 

 
 

 

ADM ENDEAVORS, INC.

 

TABLE OF CONTENTS   Page
       
PART I. FINANCIAL INFORMATION   3
       
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)   4
       
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS   17
       
ITEM 3. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK   19
       
ITEM 4. CONTROLS AND PROCEDURES   19
       
PART II. OTHER INFORMATION   20
       
ITEM 1. LEGAL PROCEEDINGS   20
       
ITEM 1A. RISK FACTORS   20
       
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS   20
       
ITEM 3. DEFAULTS UPON SENIOR SECURITIES   20
       
ITEM 4. MINE SAFETY DISCLOSURES   20
       
ITEM 5. OTHER INFORMATION   20
       
ITEM 6. EXHIBITS   20

 

2
 

 

PART I – FINANCIAL INFORMATION

 

TABLE OF CONTENTS

 

Index to Financial Statements   Page
     
Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023 (unaudited)   4
     
Consolidated Statements of Operations for the three and nine months ended September 30, 2024 and 2023 (unaudited)   5
     
Consolidated Statements of Shareholders’ Equity for the nine months ended September 30, 2024 and 2023 (unaudited)   6
     
Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 and 2023 (unaudited)   7
     
Notes to the Consolidated Financial Statements (unaudited)   8

 

3
 

 

ITEM 1. FINANCIAL STATEMENTS

 

ADM Endeavors, Inc. and Subsidiaries

Consolidated Balance Sheets

(Unaudited)

 

   September 30,   December 31, 
   2024   2023 
         
ASSETS          
Current assets          
Cash  $749,152   $301,411 
Accounts receivable, net   383,421    415,506 
Other receivable, related party   7,826    2,399 
Inventory   11,228    171,233 
Prepaid expenses and other current assets   14,431    27,482 
Total current assets   1,166,058    918,031 
           
Noncurrent assets          
Property and equipment, net   4,911,848    3,229,200 
Right of use asset - operating lease   -    16,982 
Goodwill   688,778    688,778 
           
Total assets  $6,766,684   $4,852,991 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
           
Current liabilities          
Accounts payable  $67,027   $38,679 
Accounts payable - related party   -    17,658 
Accrued expenses   533,232    373,047 
Income tax payable   35,842    16,130 
Current portion of notes payable - secured, net discount   25,552    91,667 
Current portion of right of use liability - operating lease   -    17,814 
Convertible note payable   106,092    106,092 
Derivative liabilities   238,717    213,569 
           
Total current liabilities   1,006,462    874,656 
           
Noncurrent liabilities          
Deferred tax liability   48,457    44,002 
Notes payable - secured, net of discount   2,938,865    1,226,367 
           
Total noncurrent liabilities   2,987,322    1,270,369 
           
Total liabilities   3,993,784    2,145,025 
           
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, 2024 and December 31, 2023   2,000    2,000 
Common stock, $0.001 par value, 800,000,000 shares authorized, 156,637,143 and 156,237,143 shares issued and outstanding at September 30, 2024 and December 31, 2023   156,637    156,237 
Additional paid-in capital   1,447,222    1,431,062 
Stock payable   15,988    15,988 
Retained earnings   1,151,053    1,102,679 
Total stockholders’ equity   2,772,900    2,707,966 
           
Total liabilities and stockholders’ equity  $6,766,684   $4,852,991 

 

See accompanying notes to unaudited consolidated financial statements.

 

4
 

 

ADM Endeavors, Inc. and Subsidiaries

Consolidated Statements of Operations

For the Three and Nine Months Ended September 30, 2024 and 2023

(Unaudited)

 

   2024   2023   2024   2023 
   For the three months ended September 30,   For the nine months ended September 30, 
   2024   2023   2024   2023 
                 
Revenue                    
School uniform sales  $1,198,176   $1,070,216   $1,427,121   $1,263,879 
Promotional sales   968,059    913,977    3,017,852    2,652,008 
Total revenue   2,166,235    1,984,193    4,444,973    3,915,887 
                     
Operating expenses                    
Direct costs of revenue   1,600,925    1,389,608    3,122,367    2,703,206 
General and administrative   393,890    400,658    1,191,459    1,065,307 
Marketing and selling   9,977    7,793    27,303    28,300 
                     
Total operating expenses   2,004,792    1,798,059    4,341,129    3,796,813 
                     
Operating income   161,443    186,134    103,844    119,074 
                     
Other income (expense)                    
Gain (loss) on change in fair value of derivative liabilities   (9,300)   (7,066)   (25,148)   74,301 
Gain on sale of assets   -    22,639    -    22,639 
Other income   18,288    2,673    33,941    7,573 
Interest expense   (9,419)   (9,130)   (29,060)   (19,538)
                     
Total other income (expense)   (431)   9,116    (20,267)   84,975 
                     
Income before tax provision   161,012    195,250    83,577    204,049 
                     
Provision for income taxes   35,203    39,641    35,203    41,489 
                     
Net income  $125,809   $155,609   $48,374   $162,560 
                     
Net income per share - basic  $0.00   $0.00   $0.00   $0.00 
Net income per share - diluted  $0.00   $0.00   $0.00   $0.00 
                     
Weighted average number of shares outstanding                    
basic   156,637,143    156,537,143    156,603,566    155,329,286 
diluted   156,637,143    156,537,143    156,603,566    155,329,286 

 

See accompanying notes to unaudited consolidated financial statements.

 

5
 

 

ADM Endeavors, Inc. and Subsidiaries

Consolidated Statements of Shareholders’ Equity

For the Nine Months Ended September 30, 2024 and 2023

(Unaudited)

 

   Shares   Amount   Shares   Amount   Capital   Payable   Earnings   Total 
                   Additional             
   Preferred Stock   Common Stock   Paid In   Stock   Retained     
   Shares   Amount   Shares   Amount   Capital   Payable   Earnings   Total 
                                 
Balance at December 31, 2023   2,000,000   $2,000    156,237,143   $156,237   $1,431,062   $15,988   $1,102,679   $2,707,966 
Stock-based compensation   -    -    400,000    400    16,160    -    -    16,560 
Net loss   -    -    -    -    -    -    (64,136)   (64,136)
Balance at March 31, 2024   2,000,000    2,000    156,637,143    156,637    1,447,222    15,988    1,038,543    2,660,390 
Net loss   -    -    -    -    -    -    (13,299)   (13,299)
Balance at June 30, 2024   2,000,000    2,000    156,637,143    156,637    1,447,222    15,988    1,025,244    2,647,091 
Net income   -    -    -    -    -    -    125,809    125,809 
Balance at September 30, 2024   2,000,000   $2,000    156,637,143   $156,637   $1,447,222   $15,988   $1,151,053   $2,772,900 
                                         
Balance at December 31, 2022   2,000,000   $2,000    153,652,143   $153,652   $1,317,747   $-   $965,211   $2,438,610 
Net loss   -    -    -    -    -    -    (110,597)   (110,597)
Balance at March 31, 2023   2,000,000    2,000    153,652,143    153,652    1,317,747    -    854,614    2,328,013 
Stock-based compensation   -    -    2,885,000    2,885    113,015    -    -    115,900 
Net loss   -    -    -    -    -    -    117,548    117,548 
Balance at June 30, 2023   2,000,000    2,000    156,537,143    156,537    1,430,762    -    972,162    2,561,461 
Net loss   -    -    -    -    -    -    155,609    155,609 
Balance at September 30, 2023   2,000,000   $2,000    156,537,143   $156,537   $1,430,762   $-   $1,127,771   $2,717,070 

 

See accompanying notes to unaudited consolidated financial statements.

 

6
 

 

ADM Endeavors, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

For the Nine Months Ended September 30, 2024 and 2023

(Unaudited)

 

   2024   2023 
Cash flows from operating activities:          
Net income  $48,374   $162,560 
Adjustments to reconcile net income to net cash provided by continuing operations:          
Stock-based compensation   16,560    115,900 
Depreciation and amortization   53,993    45,877 
Bad debt expense   4,049    4,408 
Amortization of debt discount   21,126    12,028 
Amortization of right of use asset - operating lease   16,982    25,087 
Change in derivative liability   25,148    (74,301)
Gain on fixed assets   -    (22,639)
Changes in operating assets and liabilities:          
Accounts receivable   28,036    43,260 
Other receivable, related party   (5,427)   28,446 
Inventory   160,005    (53,759)
Prepaid expenses and other assets   13,051    18,407 
Accounts payable   28,348    (1,692)
Accounts payable - related party   (17,658)   14,756 
Accrued expenses   160,185    12,898 
Income tax payable   19,712    5,081 
Right of use operating lease liability   (17,814)   (24,522)
Deferred tax liability   4,455    38,725 
Net cash provided by operating activities   559,125    350,520 
           
Cash flows used in investing activities          
Purchase of property and equipment   (1,729,585)   (230,570)
Net cash used in investing activities   (1,729,585)   (230,570)
           
Cash flows provided by financing activities:          
Repayments on notes payable   (90,110)   (3,126)
Proceeds from note payable   1,708,311    147,279 
Net cash provided by financing activities   1,618,201    144,153 
           
Net change in cash   447,741    264,103 
           
Cash at beginning of period   301,411    234,235 
           
Cash at end of period  $749,152   $498,338 
Supplemental disclosure of cash flow information:          
           
Cash paid for interest  $30,009   $32,975 
           
Cash paid for taxes  $-   $- 
           
Non-cash investing and financing activities:          
Capitalized loan costs  $7,056   $7,030 
Acquisition of Innovative Impression, Inc.  $-   $143,637 
Non-cash addition to note payable  $-   $1,490 

 

See accompanying notes to consolidated financial statements.

 

7
 

 

ADM ENDEAVORS, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

September 30, 2024

(Unaudited)

 

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 its name to ADM Endeavors, Inc. (“ADM Endeavors,” “ADM,” “we,” “us,” “our,” or the “Company”) and its domicile to the state of Nevada. On July 1, 2008, the Company acquired all of the assets of ADM Enterprises, LLC (“ADM Enterprises”), a sole proprietorship owned by Ardell and Tammera Mees, in exchange for 10,000,000 newly issued shares of our common stock. As a result, ADM Enterprises became a wholly owned subsidiary of the Company. ADM then provided installation services to grocery décor and design companies primarily in North Dakota.

 

On April 19, 2018, the Company acquired Just Right Products, Inc. (“JRP”), a Texas corporation. JRP was incorporated on January 17, 2010. The acquisition of 100% of JRP from its sole shareholder, Marc Johnson, was through a stock exchange whereby the Company issued 2,000,000 shares of restricted Series A preferred stock (the “Acquisition Shares”) to Mr. Johnson in consideration of the acquisition of 100% of JRP from Mr. Johnson. Each share of the Series A preferred stock is convertible into ten shares of common stock, and each share has 100 votes on a fully diluted basis. The Acquisition Shares represented 61% of the voting shares of the Company, and thus there was a change of voting control in connection with the transaction, and the transaction was accounted for as a reverse acquisition.

 

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

 

JRP is focused on being an added value reseller with concentration in embroidery, screen printing, importing and uniforms for businesses, schools and individuals in the State of Texas.

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

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

 

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

 

The unaudited consolidated financial statements of the Company for the three and nine month periods ended September 30, 2024 and 2023 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, 2023, was derived from the audited financial statements included in the Company’s financial statements as of and for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on April 16, 2024. These financial statements should be read in conjunction with that report.

 

8
 

 

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, 2024. 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 credit losses, inventory obsolescence, 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, 2024, and December 31, 2023, the Company had no cash equivalents. Periodically, the Company may carry cash balances at financial institutions in excess of the federally insured limit of $250,000. The amount in excess of the FDIC insurance at September 30, 2024 was $495,675. The Company has not experienced losses on these accounts and management believes, based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant.

 

Allowance for Credit Losses

 

The Company establishes an allowance for credit losses 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 as of September 30, 2024 and December 31, 2023.

 

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 $11,228 and $171,233 as of September 30, 2024, and December 31, 2023, respectively.

 

Four vendors accounted for approximately 87% of inventory purchases during the nine months ended September 30, 2024. Four vendors accounted for approximately 82% of inventory purchases during the nine months ended September 30, 2023

 

9
 

 

Derivative Instruments

 

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

 

Fair Value of Financial Instruments

 

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

 

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

 

  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 assets or liabilities other than derivative liabilities measured at fair value on a recurring basis at September 30, 2024, and December 31, 2023.

 

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.

 

Classification   Estimated Useful Lives
Equipment   5 to 7 years
Leasehold improvements   Shorter of useful life or lease term
Furniture and fixtures   4 to 7 years
Websites   3 years

 

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 2024 or 2023 as a result of our qualitative assessments over our single reporting segment.

 

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

 

Impairment of Long-lived Assets

 

The Company follows paragraph 360-10-05-4 of the FASB Accounting Standards Codification for its long-lived assets. The Company’s long-lived assets, such as intellectual property, are required to be reviewed for impairment annually, or whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.

 

The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives.

 

The Company determined that there were no impairments of long-lived assets at September 30, 2024 and December 31, 2023.

 

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 customers, 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 customer 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.

 

11
 

 

The dilutive effect of outstanding convertible securities and preferred stock is reflected in diluted earnings per share by application of the if-converted method.

 

During the nine months ended September 30, 2024 and 2023, 6,637,664 and 8,893,496 shares issuable upon the conversion of convertible note, respectively, and 20,000,000 shares issuable upon the conversion of preferred shares, were considered for their dilutive effects but were determined to be anti-dilutive.

 

Income Taxes

 

The Company accounts for income taxes 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, 2024, and December 31, 2023. Interest and penalties, if any, related to unrecognized tax benefits would be recognized as interest expense. The Company does not have any accrued interest or penalties associated with unrecognized tax benefits, nor was any significant interest expense recognized during the three and nine months ended September 30, 2024 and 2023.

 

Segment Information

 

In accordance with the provisions of ASC 280-10, “Disclosures about Segments of an Enterprise and Related Information,” the Company is required to report financial and descriptive information about its reportable operating segments. The Company has one operating segment as of September 30, 2024, and December 31, 2023.

 

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.

 

NOTE 3 – 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 14, 2024 , there were no pending or threatened lawsuits.

 

12
 

 

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. In March 2024, the agreement was renewed for an additional five years, expiring on March 4, 2029. The Company is obligated to pay 5% of gross revenue for use of systems and manuals.

 

During the nine months ended September 30, 2024, and 2023, the Company paid $68,288 and $60,072, respectively, for the franchise agreement.

 

Uniform Supply Agreement

 

The Company has an agreement to be the exclusive provider of school uniforms and logos for a charter school. The Company is obligated to provide a 3% donation to the charter school for each school year. The agreement is for each year from October 1 through September 30.

 

During the nine months ended September 30, 2024 and 2023, the Company paid $21,248 and $23,303 for the uniform supply agreement, respectively.

 

NOTE 4 – PROPERTY AND EQUIPMENT

 

Property and equipment and finance lease right of use assets, stated at cost, less accumulated depreciation at September 30, 2024, and December 31, 2023, consisted of the following:

 

   September 30, 2024   December 31, 2023 
Land  $970,455   $970,455 
Equipment   703,642    668,847 
Autos and trucks   34,680    34,680 
Construction in process   3,423,907    1,722,061 
Land and building – rental property   256,387    256,387 
           
Less: accumulated depreciation   (477,223)   (423,230)
Property and equipment, net  $4,911,848   $3,229,200 

 

Depreciation expense for the nine months ended September 30, 2024, and 2023, was $53,993 and $45,877, respectively.

 

NOTE 5 – 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, 2023. On March 5, 2023, the note was extended to September 5, 2023. On March 5, 2024, the note was extended to January 1, 2025.

 

The note is convertible into common stock at a price of 35% of the lowest three trading prices during the ten days prior to conversion. As of September 30, 2024 and December 31, 2023 the convertible debt was convertible into 6,637,664 and 9,290,560 common shares, respectively.

 

The note balance was $106,092 as of September 30, 2024, and December 31, 2023.

 

13
 

 

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, 2024, and December 31, 2023:

 

               Fair value at 
   Level 1   Level 2   Level 3   September 30, 2024 
Liabilities:                    
Derivative liabilities  $-   $-   $238,717   $238,717 

 

               Fair value at 
   Level 1   Level 2   Level 3   December 31, 2023 
Liabilities:                    
Derivative liabilities  $-   $-   $213,569   $213,569 

 

As of September 30, 2024, and December 31, 2023, the derivative liability was calculated using the Black-Scholes method over the expected terms of the convertible debt and the following assumptions: volatility of 108% and 112%, exercise price of $0.016 and $0.0114, and risk-free rate of 3.98% and 4.79%, respectively. Included in change in fair value of derivative liabilities in the accompanying consolidated statements of operations is expense arising from the loss on change in fair value of the derivatives of $25,148 and a derivatives gain of $74,301 during the nine months ended September 30, 2024, and 2023, respectively.

 

Fair value at December 31, 2023  $213,569 
Loss on change in fair value of derivative liabilities   25,148 
Fair value at September 30, 2024  $238,717 

 

Notes Payable

 

On October 25, 2022, the Company entered into a secured promissory note in the amount up of $4,618,960. The note is secured by the deed of trust on the property and bears interest at 5.5% and is due on October 25, 2032. On October 25, 2027, the rate shall be adjusted to the daily rate reported in the Credit Markets section (or similar section) of The Wall Street Journal as the U.S. “Prime Rate” (“Index”), as announced from time to time, without notice to Maker, plus one percent (1.00%) (the sum being the “Adjusted Rate”); provided that in no event shall the Rate or Adjusted Rate exceed the lesser of eighteen percent (18%) per annum or the maximum rate permitted under applicable law. Monthly payments of accrued and unpaid interest shall commence on November 25, 2022, and continue on the same date of each succeeding calendar month through and including April 25, 2024. Thereafter, monthly principal and interest (“Payments”) in the amount of $26,459 will be paid, which is the amount necessary to amortize the stated principal balance. The Company recorded $94,072 of loan cost as a debt discount and will be amortized over the life of the note. During the nine months ended September 30, 2024, the Company received $1,708,311 in cash proceeds and repaid $6,777 in principal related to this note. During the nine months ended September 30, 2024, the Company capitalized $7,056 of loan costs and $71,141 of interest related to this note. As of September 30, 2024, the loan balance was $2,938,865, net of $75,892 of debt discount. As of December 31, 2023, the loan balance was $1,230,275, net of $82,947 of debt discount.

 

14
 

 

On April 27, 2023, the Acquisition (as defined in Note 11 below) closed, and the Company issued the Note (as defined in Note 11 below) to the Seller’s principal, Robert Breese. The Company entered into a Pledge and Security Agreement with Mr. Breese (the “Security Agreement”), and the parties agreed that the Acquisition would be considered effective as of May 1, 2023. The Note does not bear interest except upon default, and it is payable in 24 equal consecutive monthly installments of $8,333 beginning May 1, 2023, with the final payment due on April 1, 2025. Pursuant to the Security Agreement, the Company’s payment obligations under the Note are secured by a security interest in the Assets granted to Mr. Breese. The Company recorded $56,363 of loan cost as a debt discount and will be amortized over the life of the note. During the nine months ended September 30, 2024, the Company repaid $83,333 in principal and amortized $21,126 of debt discount related to this note. As of September 30, 2024, the loan balance was $25,552, net of $16,115 of debt discount. As of December 31, 2023, the loan balance was $87,759, net of $37,241 of debt discount.

 

As of September 30, 2024, the secured notes payable balance was $2,964,417, consisting of long term notes payable of $2,938,865 and current portion of notes payable of $25,552. As of December 31, 2023, the secured notes payable balance was $1,318,034, consisting of long term notes payable of $1,226,367 and current portion of notes payable of $91,667.

 

NOTE 6 – ACCRUED EXPENSES

 

The Company had total accrued expenses of $533,232 and $373,047 as of September 30, 2024, and December 31, 2023, respectively. See breakdown below of accrued expenses:

 

   September 30, 2024   December 31, 2023 
Credit cards payable  $271,927   $183,061 
Accrued interest   104,139    95,597 
Other accrued expenses   157,166    94,389 
Total accrued expenses  $533,232   $373,047 

 

NOTE 7 – 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, including equipment rental expense of $65,250 and $68,750 to M & M for the nine months ended September 30, 2024, and 2023, respectively.

 

NOTE 8 – 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, $0.001 par value per share. There were 156,637,143 and 156,237,143 outstanding shares of common stock at September 30, 2024, and December 31, 2023, respectively. There were 2,000,000 outstanding shares of preferred stock as of September 30, 2024, and December 31, 2023, respectively. Each share of preferred stock has 100 votes per share and is convertible into 10 shares of common stock. The preferred stock pays dividends equal with common stock and has preferential liquidation rights to common stockholders.

 

On November 8, 2023, the Company entered into a capital market advisory agreement. During the nine months ended September 30, 2024, the Company issued 400,000 shares of common stock for services provided. The Company recognized $16,560 of expense related to this agreement.

 

On April 27, 2023, the Company also entered into an Independent Consulting Agreement with Mr. Breese, pursuant to which (i) Mr. Breese would provide embroidery industry consulting and sales services to the company for an initial term of two years, and (ii) Mr. Breese would be paid 20% sales commissions and $100,000 of Company stock, valued as of May 1, 2023, which totaled 2,585,000 shares of common stock. Pursuant to the agreement, Mr. Breese may not sell the Stock for a period of one hundred eighty calendar days from the effective date. On October 24, 2023, the Company accrued an additional 491,923 shares with a fair value of $15,988, which was recorded in stock payable.

 

15
 

 

NOTE 9 – CONCENTRATION OF CUSTOMERS

 

Concentration of Revenue

 

For the nine months ended September 30, 2024 and 2023, no customer made up over 10% of revenues.

 

Concentration of accounts receivable

 

No customer accounted for 10% or more of accounts receivable as of September 30, 2024. One customer accounted for 10% of accounts receivable as of December 31, 2023.

 

NOTE 10 – LEASE LIABILITY

 

Operating Leases

 

The Company leases office space. Leases with an initial term of 12 months or less are not recorded on the balance sheet. Leases with initial terms in excess of 12 months are recorded as operating or financing leases in our consolidated balance sheet. Lease expense is recognized on a straight-line basis over the term of the lease. For leases beginning in 2018 and later, the Company 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 square feet of space in Haltom City, Texas, pursuant to a month-to-month lease. This facility serves as our corporate headquarters, manufacturing facility and showroom. The lease is with M & M Real Estate, Inc. (“M & M”), a company owned solely by our majority shareholder and director of the Company.

 

On October 28, 2022, the Company entered into an operating lease that expires June 30, 2024. In June 2024, the Company extended the lease to December 31, 2024. The operating lease results in the recognition of ROU asset and lease liability on the balance sheet. ROU asset and operating lease liability are recognized based on the present value of lease payments over the lease terms of the commencement date. Because the leases do not provide an explicit or implicit rate of return, the Company determines incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments on an individual lease basis. The incremental borrowing rate for a lease is the rate of interest the Company would have to pay on a collateralized basis to borrow an amount equal to the lease payments for the asset under similar terms, which is 5.50%. The Company’s lease does not contain any material restrictive covenants. The lease has a remaining term of 0.25 years.

 

NOTE 11 – ASSET ACQUISITION

 

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

 

       Average
   Fair Value   Estimated Life
Purchase Price:        
Notes payable, net of discount  $143,637    
Total purchase consideration  $143,637    
         
Purchase Allocation:        
Inventory  $10,000   Less than 1 year
Fixed assets   133,637   3 years
Total purchase price allocation  $143,637    

 

NOTE 12 – SUBSEQUENT EVENTS  

 

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

 

16
 

 

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

 

SPECIAL NOTE CONCERNING FORWARD-LOOKING STATEMENTS

 

We believe that it is important to communicate our future expectations to our security holders and to the public. This report, therefore, contains statements about future events and expectations which are “forward-looking statements” within the meaning of Sections 27A of the Securities Act of 1933 and 21E of the Securities Exchange Act of 1934, including the statements about our plans, objectives, expectations and prospects under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” You can expect to identify these statements by forward-looking words such as “may,” “might,” “could,” “would,” “will,” “anticipate,” “believe,” “plan,” “estimate,” “project,” “expect,” “intend,” “seek” and other similar expressions. Any statement contained in this report that is not a statement of historical fact may be deemed to be a forward-looking statement. Although we believe that the plans, objectives, expectations and prospects reflected in or suggested by our forward-looking statements are reasonable, those statements involve risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements, and we can give no assurance that our plans, objectives, expectations and prospects will be achieved.

 

Important factors that might cause our actual results to differ materially from the results contemplated by the forward-looking statements are contained in the “Risk Factors” section of and elsewhere in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and in our subsequent filings with the Securities and Exchange Commission. The following discussion of our results of operations should be read together with our financial statements and related notes included elsewhere in this report.

 

Company Overview

 

On January 4, 2001, ADM Endeavors, Inc. (“ADM Endeavors,” “ADM,” “we,” “us,” “our” or the “Company”) was incorporated in North Dakota as “ADM Enterprises, Inc.” On May 9, 2006, the Company changed its name to “ADM Endeavors, Inc.” 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”) in exchange for 10,000,000 newly issued shares of Company common stock. As a result, ADM Enterprises became a wholly owned subsidiary of the Company. ADM then provided installation services to grocery décor and design companies primarily in North Dakota.

 

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

 

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

 

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

 

17
 

 

For the Three Months Ended September 30, 2024, and 2023 

 

Revenues

 

Our revenue was $2,166,235 for the three months ended September 30, 2024, compared to $1,984,193 for the three months ended September 30, 2023, resulting in an increase of $127,960, or 12%, between the periods. The increase in revenue was primarily due to an increase in Q3 school uniform sales and an expected increase in promotional product sales from new government contract sales.

 

Operating Expenses

 

Direct costs of revenues were $1,600,925 and $1,389,608 for the three months ended September 30, 2024, and 2023, respectively, resulting in an increase of $211,317, or 15%, between the periods. The increase in direct costs was a result of the increased school uniform sales as compared to the comparative period during the prior year. The gross margin decreased from 30% during the three months ended September 30, 2023, to 26% during the three months ended September 30, 2024.

 

General and administrative expenses were $393,890 for the three months ended September 30, 2024, compared to $400,658 for the same period in 2023. The decrease in 2024 general and administrative expenses of approximately 2% was primarily due to recognized administrative efficiencies gained since our second quarter 2023 acquisition of assets from Innovative Impressions.

 

Marketing and selling expenses were $9,977 for the three months ended September 30, 2024, compared to $7,793 for the same period in 2023. The increase in 2024 marketing and selling expenses was primarily due to our continued investment in web marketing. We are pivoting to a stronger online presence, as we feel it beneficial to invest in future web development and online sales.

 

Net income was $125,809 for the three months ended September 30, 2024, compared to net income of $155,609 for the three months ended September 30, 2023, for the reasons stated above.

 

For the Nine Months Ended September 30, 2024, and 2023

 

Revenues

 

Our revenue was $4,444,973 for the nine months ended September 30, 2024, compared to $3,915,887 for the nine months ended September 30, 2023, resulting in an increase of $163,242, or 13%, between the periods. The increase in revenue was primarily due to increased sales from recently acquired brands, and increased school uniform sales.

 

Operating Expenses

 

Direct costs of revenues were $3,122,367 and $2,703,206 for the nine months ended September 30, 2024, and 2023, respectively, resulting in an increase of $419,161, or 16%, between the periods. The increase in direct costs was a result of the increased sales for the most recent nine-month period as compared to the comparative period during the prior year. The gross margin decreased from 31% during the nine months ended September 30, 2023, to 30% during the nine months ended September 30, 2024.

 

General and administrative expenses were $1,191,459 for the nine months ended September 30, 2024, compared to $1,065,307 for the same period in 2023. The increase in 2024 general and administrative expenses of approximately 12% was primarily due to increased Q1 and Q2 expenses related to the second quarter 2023 acquisition of assets from Innovative Impressions and the additional resources needed to service newly acquired government contracts.

 

Marketing and selling expenses were $27,303 for the nine months ended September 30, 2024, compared to $28,300 for the same period in 2023. The decrease in 2024 marketing and selling expenses of approximately 4% was primarily due to decreased traditional marketing methods needed to acquire new government contracts.

 

Net income was $48,374 for the nine months ended September 30, 2024, compared to net income of $162,560 for the nine months ended September 30, 2023, for the reasons stated above.

 

18
 

 

Liquidity and Capital Resources

 

Liquidity and Capital Resources during the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023

 

We had cash provided by operations of $559,125 for the nine months ended September 30, 2024, compared to cash provided by operations of $350,520 for the nine months ended September 30, 2023. The increase in positive cash flow from operating activities for the nine months ended September 30, 2024, was primarily attributable to changes to operating assets and liabilities.

 

We had cash used in investing activities of $1,729,585 for the nine months ended September 30, 2024, and $230,570 for the nine months ended September 30, 2023. The change in cash flow from investing activities for the nine months ended September 30, 2023, was attributable to an increase in the purchase of property and equipment in 2024.

 

We had cash provided by financing activities of $1,618,201 for the nine months ended September 30, 2024, compared to cash provided by financing activities of $144,153 for the same period in 2023. Cash used in financing activities consisted of proceeds from notes payable offset by repayments on notes payable.

 

We will likely have to raise funds to pay for growth and acquisitions. We may have to borrow money from shareholders or issue debt or equity or enter into a strategic arrangement with a third party. There can be no assurance that additional capital will be available to us. We currently have no arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources.

 

Critical Accounting Policies

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make a number of estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Such estimates and assumptions affect the reported amounts of revenues and expenses during the reporting period. We base our estimates on historical experiences and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions and conditions. We continue to monitor significant estimates made during the preparation of our financial statements. On an ongoing basis, we evaluate estimates and assumptions based upon historical experience and various other factors and circumstances. We believe our estimates and assumptions are reasonable in the circumstances; however, actual results may differ from these estimates under different future conditions.

 

See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 1, “Summary of Significant Accounting Policies” in our audited financial statements for the year ended December 31, 2023, included in our Annual Report on Form 10-K as filed on April 16, 2024, for a discussion of our critical accounting policies and estimates.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

A smaller reporting company, as defined by Item 10 of Regulation S-K, is not required to provide the information required by this item.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Disclosure Controls and Procedures

 

The Company does not currently maintain controls and procedures that are designed to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act are recorded, processed, summarized, and reported within the time periods specified by the Commission’s rules and forms.

 

Disclosure controls and procedures would include, without limitation, controls and procedures designed to provide reasonable assurance that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

 

19
 

 

Under the supervision and with the participation of management, including the Company’s Chief Executive Officer, the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of September 30, 2024, have been evaluated, and based upon this evaluation, the Company’s Chief Executive Officer has concluded that these controls and procedures are not effective in providing reasonable assurance of compliance.

 

Changes in Internal Control over Financial Reporting

 

Management will continue to monitor and evaluate the effectiveness of the Company’s internal controls and procedures and the Company’s internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow. There were no changes in Internal Control Over Financial Reporting during the quarter ended September 30, 2024.

 

PART II - OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS.

 

There are no pending legal proceedings in which we are a party or in which any of our directors, officers or affiliates, any owner of record or beneficiary of more than 5% of any class of our voting securities is a party adverse to us or has a material interest adverse to us. Our property is not the subject of any pending legal proceedings.

 

ITEM 1A. RISK FACTORS.

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

 

None.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES.

 

Not Applicable.

 

ITEM 5. OTHER INFORMATION.

 

None.

 

ITEM 6. EXHIBITS

 

Exhibit Number   Description
     
3.1   Articles of Incorporation (incorporated by reference to our Registration Statement on Form S-1, filed on October 8, 2013)
3.2   Bylaws (incorporated by reference to our Registration Statement on Form S-1, filed on October 8, 2013)
10.1   Texas Commercial Lease between M&M Real Estate Inc. and Just Right Products Inc., dated January 1, 2018 (incorporated by reference to our Annual Report on Form 10-K, filed on March 15, 2022)
10.2   Construction Loan Agreement, dated as of October 25, 2022, by and among ADM Endeavors, Inc., Just Right Products, Inc., and CapTex Bank (incorporated by reference to our Current Report on Form 8-K, filed on November 1, 2022)
10.3   Promissory Note, dated as of October 25, 2022, by ADM Endeavors, Inc., and Just Right Products, Inc., in favor of CapTex Bank (incorporated by reference to our Current Report on Form 8-K, filed on November 1, 2022)
10.4   Asset Purchase Agreement, dated April 27, 2023, by Just Right Products, Inc., and Innovative Impressions, Inc. (incorporated by reference to our Current Report on Form 8-K, filed on April 28, 2023)
10.5   Promissory Note, dated April 27, 2023, by Just Right Products, Inc., in favor of Robert Breese (incorporated by reference to our Current Report on Form 8-K, filed on April 28, 2023)
10.6   Pledge and Security Agreement, dated April 27, 2023, by Just Right Products, Inc., and Robert Breese (incorporated by reference to our Current Report on Form 8-K, filed on April 28, 2023)
10.7   Independent Consulting Agreement, dated April 27, 2023, by Just Right Products, Inc., and Robert Breese (incorporated by reference to our Current Report on Form 8-K, filed on April 28, 2023)
31.1   Certification of Principal Executive Officer of ADM Endeavors, Inc. required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2   Certification of Principal Accounting Officer of ADM Endeavors, Inc. required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1   Certification of Principal Executive Officer of ADM Endeavors, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 Of 18 U.S.C. 63
32.2   Certification of Principal Accounting Officer of ADM Endeavors, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 Of 18 U.S.C. 63
     
101.INS (2)   Inline XBRL Taxonomy Extension Instance Document
101.SCH (2)   Inline XBRL Taxonomy Extension Schema Document
101.CAL (2)   Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF (2)   Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB (2)   Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE (2)   Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 (2)   Cover Page Interactive Data file

 

(1) Filed herewith.

(2) XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

 

20
 

 

SIGNATURES

 

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  ADM ENDEAVORS, INC.
     
Dated: November 14, 2024   /s/ Marc Johnson
  By: Marc Johnson
  Its: Chief Executive Officer
     
Dated: November 14, 2024   /s/ Alex Archer
  By: Alex Archer
  Its: Chief Financial Officer

 

21

 

Exhibit 31.1

 

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

AND PRINCIPAL ACCOUNTING OFFICER

REQUIRED BY RULE 13A-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 AS AMENDED,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Marc Johnson, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of ADM Endeavors, Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles;

 

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: November 14, 2024

 

By: /s/ Marc Johnson  
  Chief Executive Officer (Principal Executive Officer)  

 

 

 

Exhibit 31.2

 

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

AND PRINCIPAL ACCOUNTING OFFICER

REQUIRED BY RULE 13A-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 AS AMENDED,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Alex Archer, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of ADM Endeavors, Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles;

 

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: November 14, 2024

 

By: /s/ Alex Archer  
  Chief Financial Officer (Principal Accounting Officer)  

 

 

 

Exhibit 32.1

 

CERTIFICATION OF

PRINCIPAL EXECUTIVE OFFICER

AND PRINCIPAL ACCOUNTING OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF

THE SARBANES-OXLEY ACT OF 2002

 

I, Marc Johnson, Chief Executive Officer of ADM Endeavors, Inc. (the “Company”), certify, pursuant to 18 U.S.C. Section 1350 adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

(1) the Quarterly Report on Form 10-Q of the Company for the period ended September 30, 2024 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: November 14, 2024

 

By: /s/ Marc Johnson  
  Chief Executive Officer (Principal Executive Officer)  

 

 

 

Exhibit 32.2

 

CERTIFICATION OF

PRINCIPAL EXECUTIVE OFFICER

AND PRINCIPAL ACCOUNTING OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF

THE SARBANES-OXLEY ACT OF 2002

 

I, Alex Archer, Chief Financial Officer of ADM Endeavors, Inc. (the “Company”), certify, pursuant to 18 U.S.C. Section 1350 adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

(1) the Quarterly Report on Form 10-Q of the Company for the period ended September 30, 2024 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: November 14, 2024

 

By: /s/ Alex Archer  
  Chief Financial Officer (Principal Accounting Officer)  

 

 

 
v3.24.3
Cover - $ / shares
 9 Months Ended
Sep. 30, 2024
Nov. 14, 2024
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Sep. 30, 2024  
Document Fiscal Period Focus Q3  
Document Fiscal Year Focus 2024  
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   156,637,143
Entity Listing, Par Value Per Share $ 0.001  
v3.24.3
Consolidated Balance Sheets (Unaudited) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Current assets    
Cash $ 749,152 $ 301,411
Accounts receivable, net 383,421 415,506
Inventory 11,228 171,233
Prepaid expenses and other current assets 14,431 27,482
Total current assets 1,166,058 918,031
Noncurrent assets    
Property and equipment, net 4,911,848 3,229,200
Right of use asset - operating lease 16,982
Goodwill 688,778 688,778
Total assets 6,766,684 4,852,991
Current liabilities    
Accrued expenses 533,232 373,047
Income tax payable 35,842 16,130
Current portion of notes payable - secured, net discount 25,552 91,667
Current portion of right of use liability - operating lease 17,814
Convertible note payable 106,092 106,092
Derivative liabilities 238,717 213,569
Total current liabilities 1,006,462 874,656
Noncurrent liabilities    
Deferred tax liability 48,457 44,002
Notes payable - secured, net of discount 2,938,865 1,226,367
Total noncurrent liabilities 2,987,322 1,270,369
Total liabilities 3,993,784 2,145,025
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, 2024 and December 31, 2023 2,000 2,000
Common stock, $0.001 par value, 800,000,000 shares authorized, 156,637,143 and 156,237,143 shares issued and outstanding at September 30, 2024 and December 31, 2023 156,637 156,237
Additional paid-in capital 1,447,222 1,431,062
Stock payable 15,988 15,988
Retained earnings 1,151,053 1,102,679
Total stockholders’ equity 2,772,900 2,707,966
Total liabilities and stockholders’ equity 6,766,684 4,852,991
Related Party [Member]    
Current assets    
Other receivable, related party 7,826 2,399
Current liabilities    
Accounts payable 17,658
Nonrelated Party [Member]    
Current liabilities    
Accounts payable $ 67,027 $ 38,679
v3.24.3
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares
Sep. 30, 2024
Dec. 31, 2023
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 156,637,143 156,237,143
Common stock, shares outstanding 156,637,143 156,237,143
v3.24.3
Consolidated Statements of Operations (Unaudited) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Revenue        
Total revenue $ 2,166,235 $ 1,984,193 $ 4,444,973 $ 3,915,887
Operating expenses        
Direct costs of revenue 1,600,925 1,389,608 3,122,367 2,703,206
General and administrative 393,890 400,658 1,191,459 1,065,307
Marketing and selling 9,977 7,793 27,303 28,300
Total operating expenses 2,004,792 1,798,059 4,341,129 3,796,813
Operating income 161,443 186,134 103,844 119,074
Other income (expense)        
Gain (loss) on change in fair value of derivative liabilities (9,300) (7,066) (25,148) 74,301
Gain on sale of assets 22,639 22,639
Other income 18,288 2,673 33,941 7,573
Interest expense (9,419) (9,130) (29,060) (19,538)
Total other income (expense) (431) 9,116 (20,267) 84,975
Income before tax provision 161,012 195,250 83,577 204,049
Provision for income taxes 35,203 39,641 35,203 41,489
Net income $ 125,809 $ 155,609 $ 48,374 $ 162,560
Net income per share - basic $ 0.00 $ 0.00 $ 0.00 $ 0.00
Net income per share - diluted $ 0.00 $ 0.00 $ 0.00 $ 0.00
Weighted average number of shares outstanding        
basic 156,637,143 156,537,143 156,603,566 155,329,286
diluted 156,637,143 156,537,143 156,603,566 155,329,286
School Uniform [Member]        
Revenue        
Total revenue $ 1,198,176 $ 1,070,216 $ 1,427,121 $ 1,263,879
Promotional Sales [Member]        
Revenue        
Total revenue $ 968,059 $ 913,977 $ 3,017,852 $ 2,652,008
v3.24.3
Consolidated Statements of Shareholders' Equity (Unaudited) - USD ($)
Preferred Stock [Member]
Common Stock [Member]
Additional Paid-in Capital [Member]
Stock Payable [Member]
Retained Earnings [Member]
Total
Balance at Dec. 31, 2022 $ 2,000 $ 153,652 $ 1,317,747 $ 965,211 $ 2,438,610
Balance, shares at Dec. 31, 2022 2,000,000 153,652,143        
Net loss (110,597) (110,597)
Balance at Mar. 31, 2023 $ 2,000 $ 153,652 1,317,747 854,614 2,328,013
Balance, shares at Mar. 31, 2023 2,000,000 153,652,143        
Balance at Dec. 31, 2022 $ 2,000 $ 153,652 1,317,747 965,211 2,438,610
Balance, shares at Dec. 31, 2022 2,000,000 153,652,143        
Net loss           162,560
Balance at Sep. 30, 2023 $ 2,000 $ 156,537 1,430,762 1,127,771 2,717,070
Balance, shares at Sep. 30, 2023 2,000,000 156,537,143        
Balance at Mar. 31, 2023 $ 2,000 $ 153,652 1,317,747 854,614 2,328,013
Balance, shares at Mar. 31, 2023 2,000,000 153,652,143        
Stock-based compensation $ 2,885 113,015 115,900
Stock-based compensation, shares   2,885,000        
Net loss 117,548 117,548
Balance at Jun. 30, 2023 $ 2,000 $ 156,537 1,430,762 972,162 2,561,461
Balance, shares at Jun. 30, 2023 2,000,000 156,537,143        
Net loss 155,609 155,609
Balance at Sep. 30, 2023 $ 2,000 $ 156,537 1,430,762 1,127,771 2,717,070
Balance, shares at Sep. 30, 2023 2,000,000 156,537,143        
Balance at Dec. 31, 2023 $ 2,000 $ 156,237 1,431,062 15,988 1,102,679 2,707,966
Balance, shares at Dec. 31, 2023 2,000,000 156,237,143        
Stock-based compensation $ 400 16,160 16,560
Stock-based compensation, shares   400,000        
Net loss (64,136) (64,136)
Balance at Mar. 31, 2024 $ 2,000 $ 156,637 1,447,222 15,988 1,038,543 2,660,390
Balance, shares at Mar. 31, 2024 2,000,000 156,637,143        
Balance at Dec. 31, 2023 $ 2,000 $ 156,237 1,431,062 15,988 1,102,679 2,707,966
Balance, shares at Dec. 31, 2023 2,000,000 156,237,143        
Net loss           48,374
Balance at Sep. 30, 2024 $ 2,000 $ 156,637 1,447,222 15,988 1,151,053 2,772,900
Balance, shares at Sep. 30, 2024 2,000,000 156,637,143        
Balance at Mar. 31, 2024 $ 2,000 $ 156,637 1,447,222 15,988 1,038,543 2,660,390
Balance, shares at Mar. 31, 2024 2,000,000 156,637,143        
Net loss (13,299) (13,299)
Balance at Jun. 30, 2024 $ 2,000 $ 156,637 1,447,222 15,988 1,025,244 2,647,091
Balance, shares at Jun. 30, 2024 2,000,000 156,637,143        
Net loss 125,809 125,809
Balance at Sep. 30, 2024 $ 2,000 $ 156,637 $ 1,447,222 $ 15,988 $ 1,151,053 $ 2,772,900
Balance, shares at Sep. 30, 2024 2,000,000 156,637,143        
v3.24.3
Consolidated Statements of Cash Flows (Unaudited) - USD ($)
 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Cash flows from operating activities:    
Net income $ 48,374 $ 162,560
Adjustments to reconcile net income to net cash provided by continuing operations:    
Stock-based compensation 16,560 115,900
Depreciation and amortization 53,993 45,877
Bad debt expense 4,049 4,408
Amortization of debt discount 21,126 12,028
Amortization of right of use asset - operating lease 16,982 25,087
Change in derivative liability 25,148 (74,301)
Gain on fixed assets (22,639)
Changes in operating assets and liabilities:    
Accounts receivable 28,036 43,260
Other receivable, related party (5,427) 28,446
Inventory 160,005 (53,759)
Prepaid expenses and other assets 13,051 18,407
Accrued expenses 160,185 12,898
Income tax payable 19,712 5,081
Right of use operating lease liability (17,814) (24,522)
Deferred tax liability 4,455 38,725
Net cash provided by operating activities 559,125 350,520
Cash flows used in investing activities    
Purchase of property and equipment (1,729,585) (230,570)
Net cash used in investing activities (1,729,585) (230,570)
Cash flows provided by financing activities:    
Repayments on notes payable (90,110) (3,126)
Proceeds from note payable 1,708,311 147,279
Net cash provided by financing activities 1,618,201 144,153
Net change in cash 447,741 264,103
Cash at beginning of period 301,411 234,235
Cash at end of period 749,152 498,338
Supplemental disclosure of cash flow information:    
Cash paid for interest 30,009 32,975
Cash paid for taxes
Non-cash investing and financing activities:    
Capitalized loan costs 7,056 7,030
Acquisition of Innovative Impression, Inc. 143,637
Non-cash addition to note payable 1,490
Nonrelated Party [Member]    
Changes in operating assets and liabilities:    
Accounts payable 28,348 (1,692)
Related Party [Member]    
Changes in operating assets and liabilities:    
Accounts payable $ (17,658) $ 14,756
v3.24.3
ORGANIZATION AND DESCRIPTION OF BUSINESS
 9 Months Ended
Sep. 30, 2024
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 its name to ADM Endeavors, Inc. (“ADM Endeavors,” “ADM,” “we,” “us,” “our,” or the “Company”) and its domicile to the state of Nevada. On July 1, 2008, the Company acquired all of the assets of ADM Enterprises, LLC (“ADM Enterprises”), a sole proprietorship owned by Ardell and Tammera Mees, in exchange for 10,000,000 newly issued shares of our common stock. As a result, ADM Enterprises became a wholly owned subsidiary of the Company. ADM then provided installation services to grocery décor and design companies primarily in North Dakota.

 

On April 19, 2018, the Company acquired Just Right Products, Inc. (“JRP”), a Texas corporation. JRP was incorporated on January 17, 2010. The acquisition of 100% of JRP from its sole shareholder, Marc Johnson, was through a stock exchange whereby the Company issued 2,000,000 shares of restricted Series A preferred stock (the “Acquisition Shares”) to Mr. Johnson in consideration of the acquisition of 100% of JRP from Mr. Johnson. Each share of the Series A preferred stock is convertible into ten shares of common stock, and each share has 100 votes on a fully diluted basis. The Acquisition Shares represented 61% of the voting shares of the Company, and thus there was a change of voting control in connection with the transaction, and the transaction was accounted for as a reverse acquisition.

 

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

 

JRP is focused on being an added value reseller with concentration in embroidery, screen printing, importing and uniforms for businesses, schools and individuals in the State of Texas.

 
v3.24.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 9 Months Ended
Sep. 30, 2024
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 three and nine month periods ended September 30, 2024 and 2023 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, 2023, was derived from the audited financial statements included in the Company’s financial statements as of and for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on April 16, 2024. 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, 2024. 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 credit losses, inventory obsolescence, 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, 2024, and December 31, 2023, the Company had no cash equivalents. Periodically, the Company may carry cash balances at financial institutions in excess of the federally insured limit of $250,000. The amount in excess of the FDIC insurance at September 30, 2024 was $495,675. The Company has not experienced losses on these accounts and management believes, based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant.

 

Allowance for Credit Losses

 

The Company establishes an allowance for credit losses 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 as of September 30, 2024 and December 31, 2023.

 

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 $11,228 and $171,233 as of September 30, 2024, and December 31, 2023, respectively.

 

Four vendors accounted for approximately 87% of inventory purchases during the nine months ended September 30, 2024. Four vendors accounted for approximately 82% of inventory purchases during the nine months ended September 30, 2023

 

 

Derivative Instruments

 

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

 

Fair Value of Financial Instruments

 

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

 

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

 

  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 assets or liabilities other than derivative liabilities measured at fair value on a recurring basis at September 30, 2024, and December 31, 2023.

 

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.

 

Classification   Estimated Useful Lives
Equipment   5 to 7 years
Leasehold improvements   Shorter of useful life or lease term
Furniture and fixtures   4 to 7 years
Websites   3 years

 

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 2024 or 2023 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 impairments of long-lived assets at September 30, 2024 and December 31, 2023.

 

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 customers, 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 customer 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.

 

During the nine months ended September 30, 2024 and 2023, 6,637,664 and 8,893,496 shares issuable upon the conversion of convertible note, respectively, and 20,000,000 shares issuable upon the conversion of preferred shares, were considered for their dilutive effects but were determined to be anti-dilutive.

 

Income Taxes

 

The Company accounts for income taxes 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, 2024, and December 31, 2023. Interest and penalties, if any, related to unrecognized tax benefits would be recognized as interest expense. The Company does not have any accrued interest or penalties associated with unrecognized tax benefits, nor was any significant interest expense recognized during the three and nine months ended September 30, 2024 and 2023.

 

Segment Information

 

In accordance with the provisions of ASC 280-10, “Disclosures about Segments of an Enterprise and Related Information,” the Company is required to report financial and descriptive information about its reportable operating segments. The Company has one operating segment as of September 30, 2024, and December 31, 2023.

 

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.

 
v3.24.3
COMMITMENTS AND CONTINGENCIES
 9 Months Ended
Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES

NOTE 3 – 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 14, 2024 , 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. In March 2024, the agreement was renewed for an additional five years, expiring on March 4, 2029. The Company is obligated to pay 5% of gross revenue for use of systems and manuals.

 

During the nine months ended September 30, 2024, and 2023, the Company paid $68,288 and $60,072, respectively, for the franchise agreement.

 

Uniform Supply Agreement

 

The Company has an agreement to be the exclusive provider of school uniforms and logos for a charter school. The Company is obligated to provide a 3% donation to the charter school for each school year. The agreement is for each year from October 1 through September 30.

 

During the nine months ended September 30, 2024 and 2023, the Company paid $21,248 and $23,303 for the uniform supply agreement, respectively.

 
v3.24.3
PROPERTY AND EQUIPMENT
 9 Months Ended
Sep. 30, 2024
Property, Plant and Equipment [Abstract]  
PROPERTY AND EQUIPMENT

NOTE 4 – PROPERTY AND EQUIPMENT

 

Property and equipment and finance lease right of use assets, stated at cost, less accumulated depreciation at September 30, 2024, and December 31, 2023, consisted of the following:

 

   September 30, 2024   December 31, 2023 
Land  $970,455   $970,455 
Equipment   703,642    668,847 
Autos and trucks   34,680    34,680 
Construction in process   3,423,907    1,722,061 
Land and building – rental property   256,387    256,387 
           
Less: accumulated depreciation   (477,223)   (423,230)
Property and equipment, net  $4,911,848   $3,229,200 

 

Depreciation expense for the nine months ended September 30, 2024, and 2023, was $53,993 and $45,877, respectively.

 
v3.24.3
CONVERTIBLE NOTE PAYABLE AND NOTES PAYABLE
 9 Months Ended
Sep. 30, 2024
Debt Disclosure [Abstract]  
CONVERTIBLE NOTE PAYABLE AND NOTES PAYABLE

NOTE 5 – 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, 2023. On March 5, 2023, the note was extended to September 5, 2023. On March 5, 2024, the note was extended to January 1, 2025.

 

The note is convertible into common stock at a price of 35% of the lowest three trading prices during the ten days prior to conversion. As of September 30, 2024 and December 31, 2023 the convertible debt was convertible into 6,637,664 and 9,290,560 common shares, respectively.

 

The note balance was $106,092 as of September 30, 2024, and December 31, 2023.

 

 

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, 2024, and December 31, 2023:

 

               Fair value at 
   Level 1   Level 2   Level 3   September 30, 2024 
Liabilities:                    
Derivative liabilities  $-   $-   $238,717   $238,717 

 

               Fair value at 
   Level 1   Level 2   Level 3   December 31, 2023 
Liabilities:                    
Derivative liabilities  $-   $-   $213,569   $213,569 

 

As of September 30, 2024, and December 31, 2023, the derivative liability was calculated using the Black-Scholes method over the expected terms of the convertible debt and the following assumptions: volatility of 108% and 112%, exercise price of $0.016 and $0.0114, and risk-free rate of 3.98% and 4.79%, respectively. Included in change in fair value of derivative liabilities in the accompanying consolidated statements of operations is expense arising from the loss on change in fair value of the derivatives of $25,148 and a derivatives gain of $74,301 during the nine months ended September 30, 2024, and 2023, respectively.

 

Fair value at December 31, 2023  $213,569 
Loss on change in fair value of derivative liabilities   25,148 
Fair value at September 30, 2024  $238,717 

 

Notes Payable

 

On October 25, 2022, the Company entered into a secured promissory note in the amount up of $4,618,960. The note is secured by the deed of trust on the property and bears interest at 5.5% and is due on October 25, 2032. On October 25, 2027, the rate shall be adjusted to the daily rate reported in the Credit Markets section (or similar section) of The Wall Street Journal as the U.S. “Prime Rate” (“Index”), as announced from time to time, without notice to Maker, plus one percent (1.00%) (the sum being the “Adjusted Rate”); provided that in no event shall the Rate or Adjusted Rate exceed the lesser of eighteen percent (18%) per annum or the maximum rate permitted under applicable law. Monthly payments of accrued and unpaid interest shall commence on November 25, 2022, and continue on the same date of each succeeding calendar month through and including April 25, 2024. Thereafter, monthly principal and interest (“Payments”) in the amount of $26,459 will be paid, which is the amount necessary to amortize the stated principal balance. The Company recorded $94,072 of loan cost as a debt discount and will be amortized over the life of the note. During the nine months ended September 30, 2024, the Company received $1,708,311 in cash proceeds and repaid $6,777 in principal related to this note. During the nine months ended September 30, 2024, the Company capitalized $7,056 of loan costs and $71,141 of interest related to this note. As of September 30, 2024, the loan balance was $2,938,865, net of $75,892 of debt discount. As of December 31, 2023, the loan balance was $1,230,275, net of $82,947 of debt discount.

 

 

On April 27, 2023, the Acquisition (as defined in Note 11 below) closed, and the Company issued the Note (as defined in Note 11 below) to the Seller’s principal, Robert Breese. The Company entered into a Pledge and Security Agreement with Mr. Breese (the “Security Agreement”), and the parties agreed that the Acquisition would be considered effective as of May 1, 2023. The Note does not bear interest except upon default, and it is payable in 24 equal consecutive monthly installments of $8,333 beginning May 1, 2023, with the final payment due on April 1, 2025. Pursuant to the Security Agreement, the Company’s payment obligations under the Note are secured by a security interest in the Assets granted to Mr. Breese. The Company recorded $56,363 of loan cost as a debt discount and will be amortized over the life of the note. During the nine months ended September 30, 2024, the Company repaid $83,333 in principal and amortized $21,126 of debt discount related to this note. As of September 30, 2024, the loan balance was $25,552, net of $16,115 of debt discount. As of December 31, 2023, the loan balance was $87,759, net of $37,241 of debt discount.

 

As of September 30, 2024, the secured notes payable balance was $2,964,417, consisting of long term notes payable of $2,938,865 and current portion of notes payable of $25,552. As of December 31, 2023, the secured notes payable balance was $1,318,034, consisting of long term notes payable of $1,226,367 and current portion of notes payable of $91,667.

 
v3.24.3
ACCRUED EXPENSES
 9 Months Ended
Sep. 30, 2024
Payables and Accruals [Abstract]  
ACCRUED EXPENSES

NOTE 6 – ACCRUED EXPENSES

 

The Company had total accrued expenses of $533,232 and $373,047 as of September 30, 2024, and December 31, 2023, respectively. See breakdown below of accrued expenses:

 

   September 30, 2024   December 31, 2023 
Credit cards payable  $271,927   $183,061 
Accrued interest   104,139    95,597 
Other accrued expenses   157,166    94,389 
Total accrued expenses  $533,232   $373,047 

 
v3.24.3
RELATED PARTY TRANSACTIONS
 9 Months Ended
Sep. 30, 2024
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS

NOTE 7 – 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, including equipment rental expense of $65,250 and $68,750 to M & M for the nine months ended September 30, 2024, and 2023, respectively.

 
v3.24.3
STOCKHOLDERS’ EQUITY
 9 Months Ended
Sep. 30, 2024
Equity [Abstract]  
STOCKHOLDERS’ EQUITY

NOTE 8 – 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, $0.001 par value per share. There were 156,637,143 and 156,237,143 outstanding shares of common stock at September 30, 2024, and December 31, 2023, respectively. There were 2,000,000 outstanding shares of preferred stock as of September 30, 2024, and December 31, 2023, respectively. Each share of preferred stock has 100 votes per share and is convertible into 10 shares of common stock. The preferred stock pays dividends equal with common stock and has preferential liquidation rights to common stockholders.

 

On November 8, 2023, the Company entered into a capital market advisory agreement. During the nine months ended September 30, 2024, the Company issued 400,000 shares of common stock for services provided. The Company recognized $16,560 of expense related to this agreement.

 

On April 27, 2023, the Company also entered into an Independent Consulting Agreement with Mr. Breese, pursuant to which (i) Mr. Breese would provide embroidery industry consulting and sales services to the company for an initial term of two years, and (ii) Mr. Breese would be paid 20% sales commissions and $100,000 of Company stock, valued as of May 1, 2023, which totaled 2,585,000 shares of common stock. Pursuant to the agreement, Mr. Breese may not sell the Stock for a period of one hundred eighty calendar days from the effective date. On October 24, 2023, the Company accrued an additional 491,923 shares with a fair value of $15,988, which was recorded in stock payable.

 

 
v3.24.3
CONCENTRATION OF CUSTOMERS
 9 Months Ended
Sep. 30, 2024
Risks and Uncertainties [Abstract]  
CONCENTRATION OF CUSTOMERS

NOTE 9 – CONCENTRATION OF CUSTOMERS

 

Concentration of Revenue

 

For the nine months ended September 30, 2024 and 2023, no customer made up over 10% of revenues.

 

Concentration of accounts receivable

 

No customer accounted for 10% or more of accounts receivable as of September 30, 2024. One customer accounted for 10% of accounts receivable as of December 31, 2023.

 
v3.24.3
LEASE LIABILITY
 9 Months Ended
Sep. 30, 2024
Lease Liability  
LEASE LIABILITY

NOTE 10 – LEASE LIABILITY

 

Operating Leases

 

The Company leases office space. Leases with an initial term of 12 months or less are not recorded on the balance sheet. Leases with initial terms in excess of 12 months are recorded as operating or financing leases in our consolidated balance sheet. Lease expense is recognized on a straight-line basis over the term of the lease. For leases beginning in 2018 and later, the Company 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 square feet of space in Haltom City, Texas, pursuant to a month-to-month lease. This facility serves as our corporate headquarters, manufacturing facility and showroom. The lease is with M & M Real Estate, Inc. (“M & M”), a company owned solely by our majority shareholder and director of the Company.

 

On October 28, 2022, the Company entered into an operating lease that expires June 30, 2024. In June 2024, the Company extended the lease to December 31, 2024. The operating lease results in the recognition of ROU asset and lease liability on the balance sheet. ROU asset and operating lease liability are recognized based on the present value of lease payments over the lease terms of the commencement date. Because the leases do not provide an explicit or implicit rate of return, the Company determines incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments on an individual lease basis. The incremental borrowing rate for a lease is the rate of interest the Company would have to pay on a collateralized basis to borrow an amount equal to the lease payments for the asset under similar terms, which is 5.50%. The Company’s lease does not contain any material restrictive covenants. The lease has a remaining term of 0.25 years.

 
v3.24.3
ASSET ACQUISITION
 9 Months Ended
Sep. 30, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]  
ASSET ACQUISITION

NOTE 11 – ASSET ACQUISITION

 

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

 

       Average
   Fair Value   Estimated Life
Purchase Price:        
Notes payable, net of discount  $143,637    
Total purchase consideration  $143,637    
         
Purchase Allocation:        
Inventory  $10,000   Less than 1 year
Fixed assets   133,637   3 years
Total purchase price allocation  $143,637    

 
v3.24.3
SUBSEQUENT EVENTS
 9 Months Ended
Sep. 30, 2024
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 12 – SUBSEQUENT EVENTS  

 

The Company has evaluated subsequent events through the filing date of this Form 10-Q and determined that no subsequent events have occurred that would require recognition in the consolidated financial statements or disclosures in the notes thereto.
v3.24.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
 9 Months Ended
Sep. 30, 2024
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 three and nine month periods ended September 30, 2024 and 2023 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, 2023, was derived from the audited financial statements included in the Company’s financial statements as of and for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on April 16, 2024. 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, 2024. 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 credit losses, inventory obsolescence, 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, 2024, and December 31, 2023, the Company had no cash equivalents. Periodically, the Company may carry cash balances at financial institutions in excess of the federally insured limit of $250,000. The amount in excess of the FDIC insurance at September 30, 2024 was $495,675. The Company has not experienced losses on these accounts and management believes, based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant.

 
Allowance for Credit Losses

Allowance for Credit Losses

 

The Company establishes an allowance for credit losses 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 as of September 30, 2024 and December 31, 2023.

 
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 $11,228 and $171,233 as of September 30, 2024, and December 31, 2023, respectively.

 

Four vendors accounted for approximately 87% of inventory purchases during the nine months ended September 30, 2024. Four vendors accounted for approximately 82% of inventory purchases during the nine months ended September 30, 2023

 

 
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 Other Income (Expense) of 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 assets or liabilities other than derivative liabilities measured at fair value on a recurring basis at September 30, 2024, and December 31, 2023.

 
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.

 

Classification   Estimated Useful Lives
Equipment   5 to 7 years
Leasehold improvements   Shorter of useful life or lease term
Furniture and fixtures   4 to 7 years
Websites   3 years

 
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 2024 or 2023 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 impairments of long-lived assets at September 30, 2024 and December 31, 2023.

 
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 customers, 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 customer 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.

 

During the nine months ended September 30, 2024 and 2023, 6,637,664 and 8,893,496 shares issuable upon the conversion of convertible note, respectively, and 20,000,000 shares issuable upon the conversion of preferred shares, were considered for their dilutive effects but were determined to be anti-dilutive.

 
Income Taxes

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, 2024, and December 31, 2023. Interest and penalties, if any, related to unrecognized tax benefits would be recognized as interest expense. The Company does not have any accrued interest or penalties associated with unrecognized tax benefits, nor was any significant interest expense recognized during the three and nine months ended September 30, 2024 and 2023.

 
Segment Information

Segment Information

 

In accordance with the provisions of ASC 280-10, “Disclosures about Segments of an Enterprise and Related Information,” the Company is required to report financial and descriptive information about its reportable operating segments. The Company has one operating segment as of September 30, 2024, and December 31, 2023.

 
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.
v3.24.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
 9 Months Ended
Sep. 30, 2024
Accounting Policies [Abstract]  
SCHEDULE OF ESTIMATED USEFUL LIVE

Classification   Estimated Useful Lives
Equipment   5 to 7 years
Leasehold improvements   Shorter of useful life or lease term
Furniture and fixtures   4 to 7 years
Websites   3 years
v3.24.3
PROPERTY AND EQUIPMENT (Tables)
 9 Months Ended
Sep. 30, 2024
Property, Plant and Equipment [Abstract]  
SCHEDULE OF FIXED ASSETS AND FINANCE LEASE RIGHT OF USE ASSETS

Property and equipment and finance lease right of use assets, stated at cost, less accumulated depreciation at September 30, 2024, and December 31, 2023, consisted of the following:

 

   September 30, 2024   December 31, 2023 
Land  $970,455   $970,455 
Equipment   703,642    668,847 
Autos and trucks   34,680    34,680 
Construction in process   3,423,907    1,722,061 
Land and building – rental property   256,387    256,387 
           
Less: accumulated depreciation   (477,223)   (423,230)
Property and equipment, net  $4,911,848   $3,229,200 
v3.24.3
CONVERTIBLE NOTE PAYABLE AND NOTES PAYABLE (Tables)
 9 Months Ended
Sep. 30, 2024
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, 2024, and December 31, 2023:

 

               Fair value at 
   Level 1   Level 2   Level 3   September 30, 2024 
Liabilities:                    
Derivative liabilities  $-   $-   $238,717   $238,717 

 

               Fair value at 
   Level 1   Level 2   Level 3   December 31, 2023 
Liabilities:                    
Derivative liabilities  $-   $-   $213,569   $213,569 
SCHEDULE OF DERIVATIVE LIABILITIES AT FAIR VALUE

Fair value at December 31, 2023  $213,569 
Loss on change in fair value of derivative liabilities   25,148 
Fair value at September 30, 2024  $238,717 
v3.24.3
ACCRUED EXPENSES (Tables)
 9 Months Ended
Sep. 30, 2024
Payables and Accruals [Abstract]  
SCHEDULE OF ACCRUED EXPENSES

   September 30, 2024   December 31, 2023 
Credit cards payable  $271,927   $183,061 
Accrued interest   104,139    95,597 
Other accrued expenses   157,166    94,389 
Total accrued expenses  $533,232   $373,047 
v3.24.3
ASSET ACQUISITION (Tables)
 9 Months Ended
Sep. 30, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]  
SCHEDULE OF ASSETS ACQUISITION

       Average
   Fair Value   Estimated Life
Purchase Price:        
Notes payable, net of discount  $143,637    
Total purchase consideration  $143,637    
         
Purchase Allocation:        
Inventory  $10,000   Less than 1 year
Fixed assets   133,637   3 years
Total purchase price allocation  $143,637    
v3.24.3
ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative) - shares
 9 Months Ended
Apr. 19, 2018
Jul. 01, 2008
Sep. 30, 2024
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] | 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. The Acquisition Shares represented 61% of the voting shares of the Company, and thus there was a change of voting control in connection with the transaction, and the transaction was accounted for as a reverse acquisition.    
Just Right Products, Inc. [Member]      
Ownership percentage 100.00%    
Mr Johnson [Member]      
Ownership percentage 100.00%    
Common Stock [Member]      
Shares issued for assets acquired   10,000,000  
v3.24.3
SCHEDULE OF ESTIMATED USEFUL LIVE (Details)
Sep. 30, 2024
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
Leasehold Improvements [Member]  
Property, Plant and Equipment [Line Items]  
Property, Plant, and Equipment, Useful Life, Term, Description [Extensible Enumeration] Useful Life, Shorter of Lease Term or Asset Utility [Member]
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
v3.24.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)
 9 Months Ended 12 Months Ended
Sep. 30, 2024
USD ($)
Segment
shares
Sep. 30, 2023
shares
Dec. 31, 2023
USD ($)
Segment
shares
Product Information [Line Items]      
Cash $ 0   $ 0
Cash FDIC insured limit 250,000    
Cash insured amount 495,675    
Allowance for credit loss 0   0
Inventory 11,228   171,233
Assets or liabilities other than derivative liabilities measured at fair value 0   0
Impairments of long-lived assets $ 0   $ 0
Convertible debt coverted into shares | shares 6,637,664 8,893,496 9,290,560
Preferred shares | shares 20,000,000    
Number of reporting segments | Segment 1   1
Revenue Benchmark [Member] | Supplier Concentration Risk [Member] | Four Vendors [Member]      
Product Information [Line Items]      
Concentration risk, percentage 87.00% 82.00%  
v3.24.3
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)
 1 Months Ended 9 Months Ended 12 Months Ended
Feb. 19, 2014
Mar. 31, 2024
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Supply Agreement [Member]          
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]          
Donation percentage         3.00%
Uniform supply     $ 21,248 $ 23,303  
Franchise Agreement [Member]          
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]          
Lease expiration date February 2024 March 4, 2029      
Lease term 5 years 5 years      
Lease description     The Company is obligated to pay 5% of gross revenue for use of systems and manuals.    
Operating lease payments     $ 68,288 $ 60,072  
v3.24.3
SCHEDULE OF FIXED ASSETS AND FINANCE LEASE RIGHT OF USE ASSETS (Details) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Property, Plant and Equipment [Line Items]    
Less: accumulated depreciation $ (477,223) $ (423,230)
Property and equipment, net 4,911,848 3,229,200
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 703,642 668,847
Autos and Trucks [Member]    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 34,680 34,680
Construction in Progress [Member]    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 3,423,907 1,722,061
Land and Building Rental Property [Member]    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross $ 256,387 $ 256,387
v3.24.3
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)
 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Property, Plant and Equipment [Abstract]    
Depreciation expense $ 53,993 $ 45,877
v3.24.3
SCHEDULE OF FAIR VALUE LIABILITIES MEASURED ON RECURRING BASIS (Details) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Platform Operator, Crypto Asset [Line Items]    
Derivative liabilities $ 238,717 $ 213,569
Fair Value, Inputs, Level 1 [Member]    
Platform Operator, Crypto Asset [Line Items]    
Derivative liabilities
Fair Value, Inputs, Level 2 [Member]    
Platform Operator, Crypto Asset [Line Items]    
Derivative liabilities
Fair Value, Inputs, Level 3 [Member]    
Platform Operator, Crypto Asset [Line Items]    
Derivative liabilities $ 238,717 $ 213,569
v3.24.3
SCHEDULE OF DERIVATIVE LIABILITIES AT FAIR VALUE (Details) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Debt Disclosure [Abstract]        
Fair value, beginning balance     $ 213,569  
Loss on change in fair value of derivative liabilities $ 9,300 $ 7,066 25,148 $ (74,301)
Fair value, ending balance $ 238,717   $ 238,717  
v3.24.3
CONVERTIBLE NOTE PAYABLE AND NOTES PAYABLE (Details Narrative)
 9 Months Ended 12 Months Ended
Apr. 27, 2023
USD ($)
Oct. 25, 2022
USD ($)
Apr. 01, 2018
USD ($)
Sep. 30, 2024
USD ($)
Days
$ / shares
shares
Sep. 30, 2023
USD ($)
shares
Dec. 31, 2023
USD ($)
$ / shares
shares
Dec. 31, 2018
USD ($)
Debt Instrument [Line Items]              
Proceeds from convertible debt             $ 106,092
Debt instrument fee amount     $ 53,046        
Debt instrument maturity date description     The maturity of the note is March 5, 2023. On March 5, 2023, the note was extended to September 5, 2023. On March 5, 2024, the note was extended to January 1, 2025.        
Debt instrument maturity date     Mar. 05, 2023        
Conversion of debt into stock       35.00%      
Debt trading days | Days       10      
Convertible debt coverted into shares | shares       6,637,664 8,893,496 9,290,560  
Note balance       $ 106,092   $ 106,092  
Change in fair value of derivative liability       25,148 $ 74,301    
Proceeds from notes payable       1,708,311 147,279    
Repayment of notes payable       90,110 $ 3,126    
Secured notes payable       2,964,417   1,318,034  
Long term notes payable       2,938,865   1,226,367  
Notes payable current       25,552   91,667  
Secured Debt [Member]              
Debt Instrument [Line Items]              
Secured Debt   $ 4,618,960          
Debt Instrument, Interest Rate, Stated Percentage   5.50%          
[custom:DebtInstrumentDueDate]   Oct. 25, 2032          
Loan monthly payment   $ 26,459          
Loan cost recorded as debt discount   $ 94,072          
Proceeds from notes payable       1,708,311      
Repayment of notes payable       6,777      
Loan costs       7,056      
Interest Expense, Debt       71,141      
Loans Payable, Noncurrent       2,938,865   1,230,275  
Debt discount amount       75,892   82,947  
Secured Debt [Member] | Security Agreement [Member]              
Debt Instrument [Line Items]              
Loan monthly payment $ 8,333            
Loan cost recorded as debt discount $ 56,363            
Repayment of notes payable       83,333      
Loan costs       21,126      
Debt discount amount       16,115   37,241  
Notes payable - secured, net of current portion       $ 25,552   $ 87,759  
Secured Debt [Member] | October 25, 2027 [Member]              
Debt Instrument [Line Items]              
[custom:AdjustedRate]   1.00%          
[custom:MaximumAdjustedRatePerAnnum]   18.00%          
Measurement Input, Option Volatility [Member]              
Debt Instrument [Line Items]              
Percentage of embedded derivative liability measurement input       1.08   1.12  
Measurement Input, Exercise Price [Member]              
Debt Instrument [Line Items]              
Exercise price | $ / shares       $ 0.016   $ 0.0114  
Measurement Input, Risk Free Interest Rate [Member]              
Debt Instrument [Line Items]              
Percentage of embedded derivative liability measurement input       0.0398   0.0479  
v3.24.3
SCHEDULE OF ACCRUED EXPENSES (Details) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Payables and Accruals [Abstract]    
Credit cards payable $ 271,927 $ 183,061
Accrued interest 104,139 95,597
Other accrued expenses 157,166 94,389
Total accrued expenses $ 533,232 $ 373,047
v3.24.3
ACCRUED EXPENSES (Details Narrative) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Payables and Accruals [Abstract]    
Accrued expenses $ 533,232 $ 373,047
v3.24.3
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)
 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
M & M Real Estate, Inc. [Member]    
Equipment expense $ 65,250 $ 68,750
Haltom City [Member]    
Operating lease payments $ 6,500  
v3.24.3
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($)
 3 Months Ended 9 Months Ended
Oct. 24, 2023
Apr. 27, 2023
Mar. 31, 2024
Jun. 30, 2023
Sep. 30, 2024
Dec. 31, 2023
Accumulated Other Comprehensive Income (Loss) [Line Items]            
Common stock, shares authorized         800,000,000 800,000,000
Preferred stock, shares authorized         80,000,000 80,000,000
Preferred stock, par value         $ 0.001 $ 0.001
Common stock, shares outstanding         156,637,143 156,237,143
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.  
Number of shares issued for services   2,585,000        
Percentage of sales commissions   20.00%        
Issued for service value   $ 100,000        
Accrued additional shares 491,923          
Fair value recorded in stock payable $ 15,988   $ 16,560 $ 115,900    
Common Stock [Member]            
Accumulated Other Comprehensive Income (Loss) [Line Items]            
Number of shares issued for services         400,000  
Advisory fee         $ 16,560  
Fair value recorded in stock payable     $ 400 $ 2,885    
v3.24.3
CONCENTRATION OF CUSTOMERS (Details Narrative) - Customer Concentration Risk [Member]
 9 Months Ended 12 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Sales Revenues Net [Member] | No Customer [Member]      
Concentration Risk [Line Items]      
Concentration risk, percentage 10.00% 10.00%  
Accounts Receivable [Member] | No Customers [Member]      
Concentration Risk [Line Items]      
Concentration risk, percentage 10.00%    
Accounts Receivable [Member] | One Customer [Member]      
Concentration Risk [Line Items]      
Concentration risk, percentage     10.00%
v3.24.3
LEASE LIABILITY (Details Narrative) - ft²
Oct. 28, 2022
Sep. 30, 2024
Operating lease, expiration date Jun. 30, 2024  
Operating lease, discount rate 5.50%  
Operating lease, remaining lease term 3 months  
Haltom City [Member]    
Office area   18,000
v3.24.3
SCHEDULE OF ASSETS ACQUISITION (Details)
Apr. 27, 2023
USD ($)
Asset Acquisition [Line Items]  
Notes payable, net of discount $ 143,637
Total purchase consideration 143,637
Inventory [Member]  
Asset Acquisition [Line Items]  
Total purchase price allocation $ 10,000
Average estimated life Less than 1 year
Fixed Assets [Member]  
Asset Acquisition [Line Items]  
Total purchase price allocation $ 133,637
Average estimated life 3 years
Total Purchase Price [Member]  
Asset Acquisition [Line Items]  
Total purchase price allocation $ 143,637
v3.24.3
ASSET ACQUISITION (Details Narrative)
Apr. 27, 2023
USD ($)
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]  
Fair value amount $ 143,637
Asset Purchase Agreement [Member]  
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]  
Secured promissory note 200,000
Fair value amount 143,637
Monthly payments $ 8,333
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