Form 10-Q - Quarterly report [Sections 13 or 15(d)]

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 June 30, 2023

☐ 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 August 18, 2023, there were 156,537,143 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	18

ITEM 3.	QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK	20

ITEM 4.	CONTROLS AND PROCEDURES	20

PART II. OTHER INFORMATION		21

ITEM 1.	LEGAL PROCEEDINGS	21

ITEM 1A.	RISK FACTORS	21

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	21

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	21

ITEM 4.	MINE SAFETY DISCLOSURES	21

ITEM 5.	OTHER INFORMATION	21

ITEM 6.	EXHIBITS	21

PART I – FINANCIAL INFORMATION

TABLE OF CONTENTS

Index to Financial Statements		Page

Consolidated Balance Sheets as of June 30, 2023 and December 31, 2022 (unaudited)		4

Consolidated Statements of Operations for the three and six months ended June 30, 2023 and 2022 (unaudited)		5

Consolidated Statements of Shareholders’ Equity for the six months ended June 30, 2023 and 2022 (unaudited)		6

Consolidated Statements of Cash Flows for the six months ended June 30, 2023 and 2022 (unaudited)		7

Notes to the Consolidated Financial Statements (unaudited)		8

ITEM 1. FINANCIAL STATEMENTS

ADM Endeavors, Inc. and Subsidiaries

Consolidated Balance Sheets

(Unaudited)

	June 30,		December 31,
	2023		2022

ASSETS
Current assets
Cash	$	306,144	$	234,235
Accounts receivable, net		422,509		358,376
Other receivable, related party		17,322		28,446
Inventory		696,372		168,082
Prepaid expenses and other current assets		30,972		41,366
Total current assets		1,473,319		830,505

Noncurrent assets
Property and equipment, net		3,095,286		2,830,308
Right of use asset - operating lease		34,054		50,664
Goodwill		688,778		688,778

Total assets	$	5,291,437	$	4,400,255

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities
Accounts payable	$	545,070	$	72,291
Accrued expenses		410,080		316,349
Income tax payable		7,707		5,859
Current portion of notes payable - secured		116,667		-
Current portion of right of use liability - operating lease		34,619		33,682
Convertible notes payable		106,092		106,092
Derivative liabilities		226,606		307,973

Total current liabilities		1,446,841		842,246

Noncurrent liabilities
Right of use liability - operating lease, net current portion		-		16,982
Deferred tax liability		26,460		26,460
Notes payable - secured, net of discount		1,256,675		1,075,957

Total noncurrent liabilities		1,283,135		1,119,399

Total liabilities		2,729,976		1,961,645

Commitments and contingencies		-		-

Stockholders’ equity
Preferred stock, $0.001 par value, 80,000,000 shares authorized, 2,000,000 shares outstanding as of June 30, 2023 and December 31, 2022		2,000		2,000
Common stock, $0.001 par value, 800,000,000 shares authorized, 156,537,143 and 153,652,143 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively		156,537		153,652
Additional paid-in capital		1,430,762		1,317,747
Retained earnings		972,162		965,211
Total stockholders’ equity		2,561,461		2,438,610

Total liabilities and stockholders’ equity	$	5,291,437	$	4,400,255

See accompanying notes to unaudited consolidated financial statements.

ADM Endeavors, Inc. and Subsidiaries

Consolidated Statements of Operations

For the Three and Six Months Ended June 30, 2023 and 2022

(Unaudited)

	2023		2022			2023			2022
	For the three months ended June 30,					For the six months ended June 30,
	2023		2022			2023			2022

Revenue
School uniform sales	$	109,546	$	94,629		$	193,663		$	199,772
Promotional sales		1,181,704		1,079,350			1,738,031			2,156,284
Total revenue		1,291,250		1,173,979			1,931,694			2,356,056

Operating expenses
Direct costs of revenue		806,398		733,614			1,313,598			1,482,996
General and administrative		389,546		353,915			664,649			748,244
Marketing and selling		8,053		14,667			20,507			32,981

Total operating expenses		1,203,997		1,102,196			1,998,754			2,264,221

Operating income (loss)		87,253		71,783			(67,060	)		91,835

Other income (expense)
Gain (loss) on change in fair value of derivative liabilities		28,754		9,886			81,367			7,868
Other income		2,900		6,780			4,900			13,540
Interest expense		489		(2,655	)		(10,408	)		(6,098	)

Total other income (expense)		32,143		14,011			75,859			15,310

Income before tax provision		119,396		85,794			8,799			107,145

Provision for income taxes		1,848		15,927			1,848			20,848

Net income	$	117,548	$	69,867		$	6,951		$	86,297

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		155,766,868		153,652,143			154,715,347			153,652,143
diluted		184,243,378		180,818,100			183,191,857			180,818,100

See accompanying notes to unaudited consolidated financial statements.

ADM Endeavors, Inc. and Subsidiaries

Consolidated Statements of Shareholders’ Equity

For the Six Months Ended June 30, 2023 and 2022

(Unaudited)

	Shares		Amount		Shares		Amount		Capital		Earnings			Total
									Additional
	Preferred Stock				Common Stock				Paid In		Retained
	Shares		Amount		Shares		Amount		Capital		Earnings			Total

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 income		-		-		-		-		-		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

Balance at December 31, 2021		2,000,000	$	2,000		153,652,143	$	153,652	$	1,317,747	$	815,459		$	2,288,858
Net income		-		-		-		-		-		16,430			16,430
Balance at March 31, 2022		2,000,000		2,000		153,652,143		153,652		1,317,747		831,889			2,305,288
Balance		2,000,000		2,000		153,652,143		153,652		1,317,747		831,889			2,305,288
Net income		-		-		-		-		-		69,867			69,867
Net income (loss)		-		-		-		-		-		69,867			69,867
Balance at June 30, 2022		2,000,000	$	2,000		153,652,143	$	153,652	$	1,317,747	$	901,756		$	2,375,155
Balance		2,000,000	$	2,000		153,652,143	$	153,652	$	1,317,747	$	901,756		$	2,375,155

See accompanying notes to unaudited consolidated financial statements.

ADM Endeavors, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

For the Six Months Ended June 30, 2023 and 2022

(Unaudited)

	2023			2022
Cash flows from operating activities:
Net income	$	6,951		$	86,297
Adjustments to reconcile net income to net cash provided by continuing operations:
Stock-based compensation		115,900			-
Depreciation and amortization		32,924			17,534
Bad debt expense		2,318			1,340
Amortization of debt discount		4,935			-
Amortization of right of use asset - operating lease		16,610			-
Change in derivative liability		(81,367	)		(7,868	)
Gain on fixed assets		(2,974	)
Changes in operating assets and liabilities:
Accounts receivable		(66,451	)		260,208
Other receivable, related party		11,124			(8,971	)
Inventory		(518,290	)		(161,740	)
Prepaid expenses and other assets		10,394			19,604
Accounts payable		472,779			237,697
Accrued expenses		108,667			(11,874	)
Income tax payable		1,848			20,848
Right of use operating lease liability		(16,045	)		-
Net cash provided by operating activities		99,323			453,075

Cash flows used in investing activities
Purchase of property and equipment		(171,566	)		(246,600	)
Net cash used in investing activities		(171,566	)		(246,600	)

Cash flows used in financing activities:
Repayments on note payable		(3,126	)		(162,057	)
Proceeds from note payable		147,278			-
Net cash provided by (used in) financing activities		144,152			(162,057	)

Net change in cash		71,909			44,418

Cash at beginning of period		234,235			418,413

Cash at end of period	$	306,144		$	462,831
Supplemental disclosure of cash flow information:

Cash paid for interest	$	32,975		$	5,943

Cash paid for taxes	$	-		$	-

Non-cash investing and financing activities:
Capitalized loan costs	$	4,661		$	-
Acquisition of Innovative Impression, Inc.	$	143,637		$	-

See accompanying notes to unaudited consolidated financial statements.

ADM ENDEAVORS, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

June 30, 2023

(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,” or the “Company,” “we,” “us,” or “our”) and its domicile to the state of Nevada. On July 1, 2008, the Company acquired all of the assets of ADM Enterprises, LLC (“ADM Enterprises”), a sole proprietorship owned by Ardell and Tammera Mees, in exchange for 10,000,000 newly issued shares of our common stock. As a result, ADM Enterprises became a wholly owned subsidiary of the Company. 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 for a $200,000 purchase price, to be paid by the issuance by the Company of a $200,000 secured promissory note to the Seller or its nominee.

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 six month periods ended June 30, 2023 and 2022 have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Regulation S-K. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. However, such information reflects all adjustments (consisting solely of normal recurring adjustments), which are, in the opinion of management, necessary for the fair presentation of the financial position and the results of operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for a full fiscal year. The balance sheet information as of December 31, 2022, was derived from the audited financial statements included in the Company’s financial statements as of and for the year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 29, 2023. These financial statements should be read in conjunction with that report.

Principles of Consolidation

The accompanying unaudited consolidated financial statements include all of the accounts of the Company and its wholly owned subsidiary, JRP, at June 30, 2023. All significant intercompany balances and transactions have been eliminated.

Use of Estimates

The preparation of the Consolidated Financial Statements in accordance with U.S. GAAP requires management to make use of certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the Consolidated Financial Statements and the reported amounts of revenue and expenses during the reported periods. The Company bases its estimates on historical experience and on various other assumptions that management believes are reasonable under the circumstances, the results of which form the basis for making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates. Significant estimates are related to allowance for doubtful accounts, goodwill, derivative liability, stock-based compensation and deferred tax valuations.

Stock-Based Compensation

Stock-based compensation expense is recorded in accordance with FASB ASC Topic 718, Compensation – Stock Compensation, for stock and stock options awarded in return for services rendered. The expense is measured at the grant-date fair value of the award and recognized as compensation expense on a straight-line basis over the service period, which is the vesting period. The Company estimates forfeitures that it expects will occur and records expense based upon the number of awards expected to vest.

Cash Equivalents

The Company considers all highly liquid investments with an original maturity of nine months or less when purchased to be cash equivalents. At June 30, 2023, and December 31, 2022, the Company had no cash equivalents. Periodically, the Company may carry cash balances at financial institutions in excess of the federally insured limit of $250,000. The amount in excess of the FDIC insurance at June 30, 2023, was $41,041. 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 Doubtful Accounts

The Company establishes an allowance for doubtful accounts to ensure trade and notes receivable are not overstated due to non-collectability. The Company’s allowance is based on a variety of factors, including age of the receivable, significant one-time events, historical experience, and other risk considerations. The Company had no allowance at June 30, 2023, and December 31, 2022. The Company had bad debt expense of $2,318 and $1,340 for the six months ended June 30, 2023, and 2022, respectively.

Inventory

Inventory is valued at the lower of cost or net realizable value. Cost is determined using a weighted-average cost method. The Company decreases the value of inventory for estimated obsolescence equal to the difference between the cost of inventory and the estimated market value, based upon an aging analysis of the inventory on hand, specifically known inventory-related risks, and assumptions about future demand and market conditions. The Company has inventory of $696,372 and $168,082 as of June 30, 2023, and December 31, 2022, respectively.

Three vendors accounted for approximately 75% of inventory purchases during the six months ended June 30, 2023. Three vendors accounted for approximately 68% of inventory purchases during the six months ended June 30, 2022.

Derivative Instruments

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

Fair Value of Financial Instruments

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

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

	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 June 30, 2023, and December 31, 2022.

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

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

Impairment of Long-lived 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 June 30, 2023 and December 31, 2022.

Revenue Recognition

We recognize revenue for merchandise sales, net of expected returns and sales tax, at the time of in-store purchase or delivery of the product to our customer. When merchandise is shipped to our guests, we estimate receipt based on historical experience. Revenue is deferred and a liability is established for sales returns based on historical return rates and sales for the return period. We recognize an asset and corresponding adjustment to cost of sales for our right to recover returned merchandise. At each financial reporting date, we assess our estimates of expected returns, refund liabilities and return assets. For merchandise sold in our stores and online, tender is accepted at the point of sale. When we receive payment before the guest has taken possession of the merchandise, the amount received is recorded as deferred revenue until the transaction is complete. Our performance obligations for unfulfilled merchandise orders are typically satisfied within one week. Shipping and handling fees charged to guests relate to fulfilment activities and are included in net sales with the corresponding costs recorded in cost of sales.

Cost of Sales

Cost of sales includes the actual cost of merchandise sold and services performed; the cost of transportation of merchandise from vendors to our distribution network, stores, or customers; shipping and handling costs from our stores or distribution network to customers; and the operating cost and depreciation of our sourcing and distribution network and online fulfilment centers.

Net Income per Share

The Company computes basic and diluted income per share amounts pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic income per share is computed by dividing net income available to common shareholders, by the weighted average number of shares of common stock outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted income per share is computed by dividing net income available to common shareholders by the diluted weighted average number of shares of common stock during the period. The diluted weighted average number of common shares outstanding is the basic weighted number of shares adjusted as of the first day of the year for any potentially diluted debt or equity.

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

The following is a reconciliation of basic and diluted earnings per common share for the three and six months ended June 30, 2023, and 2022:

Numerator:	2023		2022		2023		2022
	For the Three Months Ended				For the Six Months Ended
Basic earnings per common share	June 30,				June 30,
Numerator:	2023		2022		2023		2022
Net income available to common shareholders	$	117,548	$	69,867	$	6,951	$	86,297
Denominator:
Weighted average common shares outstanding		155,766,868		153,652,143		154,715,347		153,652,143

Basic earnings per common share	$	0.00	$	0.00	$	0.00	$	0.00

Diluted earnings per common share
Numerator:
Net income available to common shareholders	$	117,548	$	69,867	$	6,951	$	86,297
Add convertible debt interest		85,600		73,973		85,600		73,973
Net income available to common shareholders	$	203,148	$	143,840	$	92,551	$	160,270
Denominator:
Weighted average common shares outstanding		155,766,868		153,652,143		154,715,347		153,652,143
Preferred shares		20,000,000		20,000,000		20,000,000		20,000,000
Convertible debt		8,476,510		7,165,957		8,476,510		7,165,957
Adjusted weighted average common shares outstanding		184,243,378		180,818,100		183,191,857		180,818,100

Diluted earnings per common share	$	0.00	$	0.00	$	0.00	$	0.00

Income Taxes

The Company accounts for income taxes in accordance with FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and loss carryforwards and their respective tax bases.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income (loss) in the years in which those temporary differences are expected to be recovered or settled.

The effect of a change in tax rules on deferred tax assets and liabilities is recognized in operations in the year of change. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized.

Tax benefits of uncertain tax positions are recognized only if it is more likely than not that the Company will be able to sustain a position taken on an income tax return. The Company has no liability for uncertain tax positions as of June 30, 2023, and December 31, 2022. Interest and penalties, if any, related to unrecognized tax benefits would be recognized as interest expense. The Company does not have any accrued interest or penalties associated with unrecognized tax benefits, nor was any significant interest expense recognized during the periods ended June 30, 2023 and 2022.

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 June 30, 2023, and December 31, 2022.

Effect of Recent Accounting Pronouncements

Recently Issued Accounting Standards Not Yet Adopted

The Company has reviewed all recently issued, but not yet adopted, accounting 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 August 18, 2023, there were no pending or threatened lawsuits.

Franchise Agreement

The Company has a franchise agreement effective February 19, 2014, expiring in February 2024, with a right to renew for an additional five years to operate stores and websites in the Company’s exclusive territory. The Company is obligated to pay 5% of gross revenue for use of systems and manuals.

During the six months ended June 30, 2023, and 2022, the Company paid $6,944 and $10,275, respectively, for the franchise agreement.

NOTE 4 – FIXED ASSETS

Fixed assets and finance lease right of use assets, stated at cost, less accumulated depreciation at June 30, 2023, and December 31, 2022, consisted of the following:

	June 30, 2023			December 31, 2022
Land	$	970,455		$	970,455
Equipment		619,863			485,958
Autos and trucks		53,029			95,246
Construction in process		1,589,490			1,413,531
Land and building – rental property		256,387			256,388
Property and equipment, gross		256,387			256,388
Less: accumulated depreciation		(393,938	)		(391,270	)
Property and equipment, net	$	3,095,286		$	2,830,308

Depreciation expense for the six months ended June 30, 2023, and 2022, was $32,924 and $17,534, respectively.

NOTE 5 – CONVERTIBLE NOTE PAYABLE AND NOTES PAYABLE

Convertible Notes Payable

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

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 June 30, 2023, the convertible debt was convertible into 8,476,510 common shares.

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

Derivative liabilities

The conversion features embedded in the convertible notes were evaluated to determine if such conversion feature should be bifurcated from its host instrument and accounted for as a freestanding derivative. In the convertible notes with variable conversion terms, the conversion feature was accounted for as a derivative liability. The derivatives associated with the term convertible notes were recognized as a discount to the debt instrument and the discount is amortized over the expected life of the notes with any excess of the derivative value over the note payable value recognized as additional interest expense at the issuance date.

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

							Fair value at
	Level 1		Level 2		Level 3		June 30, 2023
Liabilities:
Derivative liabilities	$	-	$	-	$	226,606	$	226,606

							Fair value at
	Level 1		Level 2		Level 3		December 31, 2022
Liabilities:
Derivative liabilities	$	-	$	-	$	307,973	$	307,973

As of June 30, 2023, and December 31, 2022, the derivative liability was calculated using the Black-Scholes method over the expected terms of the convertible debt and the following assumptions: volatility of 100%, exercise price of $0.0125 and $0.0155, and risk-free rate of 5.47% and 4.76%, respectively. Included in gain on change in fair value of derivative liabilities in the accompanying consolidated statements of operations is expense arising from the gain on change in fair value of the derivatives of $81,367 and a derivatives loss of $7,868 during the six months ended June 30, 2023, and 2022, respectively.

Fair value at December 31, 2022	$	307,973
Gain on change in fair value of derivative liabilities		(81,367	)
Fair value at June 30, 2023	$	226,606

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 $26,458.87, which is an amount necessary to amortize the stated principal balance. The Company recorded $94,072 of loan cost as a debt discount and will be amortized over the life of the note. During the six months ended June 30, 2023, the Company capitalized $4,661 of loan costs and $32,975 of interest related to this note. As of June 30, 2023, the loan balance was $1,224,771, net of $87,686 of debt discount.

On April 27, 2023, the Acquisition closed, and the Company issued the Note 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 six months ended June 30, 2023, the Company amortized $4,935 of debt discount related to this note. As of June 30, 2023, the loan balance was $148,571, net of $51,428 of debt discount.

As of June 30, 2023, the secured notes payable balance was $1,373,342, consisting of long term notes payable of $1,256,675 and current portion of notes payable of $116,667. As of December 31, 2022, the secured notes payable balance was $1,075,957, consisting of long term notes payable of $1,075,957 and current portion of notes payable of $0.

NOTE 6 – ACCRUED EXPENSES

The Company had total accrued expenses of $410,080 and $316,349 as of June 30, 2023, and December 31, 2022, respectively. See breakdown below of accrued expenses:

SCHEDULE OF ACCRUED EXPENSES

	June 30, 2023		December 31, 2022
Credit cards payable	$	227,130	$	150,107
Accrued interest		91,815		80,949
Other accrued expenses		91,135		85,293
Total accrued expenses	$	410,080	$	316,349

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 $45,000 and $44,360 to M & M for the six months ended June 30, 2023, and 2022, 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 156,537,143 and 153,652,143 outstanding shares of common stock at June 30, 2023, and December 31, 2022, respectively. There were 2,000,000 outstanding shares of preferred stock as of June 30, 2023, and December 31, 2022, respectively. Each share of preferred stock has 100 votes per share and is convertible into 10 shares of common stock. The preferred stock pays dividends equal with common stock and has preferential liquidation rights to common stockholders.

On April 1, 2023, the Company entered into an investor relations agreement and issued 300,000 shares of common stock for services from April 1, 2023, through September 30, 2023. The Company recognized $15,900 of expense on 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 will provide embroidery industry consulting and sales services to the company for an initial term of two years, and (ii) Mr. Breese will 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.

NOTE 9 – CONCENTRATION OF CUSTOMERS

Concentration of Revenue

For the six months ended June 30, 2023, no customer made up 10% of revenues, and for the six months ended June 30, 2022, one customer made up 37% of revenues, respectively.

Concentration of accounts receivable

One customer accounted for 10% of accounts receivable as of June 30, 2023. Two customers accounted for 46% of accounts receivable as of December 31, 2022.

NOTE 10 – LEASE LIABILITY

Operating Leases

The Company leases office space. Leases with an initial term of 12 months or less are not recorded on the balance sheet. Leases with initial terms in excess of 12 months are recorded as operating or financing leases in our consolidated balance sheet. Lease expense is recognized on a straight-line basis over the term of the lease. For leases beginning in 2018 and later, the Company 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. The operating lease result 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 1.25 years.

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

	Operating
	Lease
Maturity of Lease Liability at June 30, 2023
2023 (six months remaining)	$	17,814
2024		17,814
Total future undiscounted lease payments	$	35,628
Less: Amounts representing interest		(1,009	)
Present value of lease liabilities	$	34,619

NOTE 11 – 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 purchase price, to be paid by the issuance by the Company of a $200,000 secured promissory note 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 the intangible assets acquired in the acquisition and determined the value was immaterial.

SCHEDULE OF BUSINESS ACQUISITIONS

			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

Pro-Forma Financial Information

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

SCHEDULE OF PRO FORMA FINANCIAL

	2023		2022		2023			2022
	For the three months ended June 30,				For the six months ended June 30,
	2023		2022		2023			2022
	Pro Forma		Pro Forma		Pro Forma			Pro Forma

Revenue	$	1,384,912	$	1,330,461	$	2,232,569		$	2,694,380
Operating income (loss)		111,738		50,029		(7,328	)		80,186
Net income		142,033		48,113		66,683			74,648
Net income per share	$	0.00	$	0.00	$	0.00		$	0.00

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, 2022, 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,” or the “Company,” “we,” “us,” or “our”) was incorporated in North Dakota as “ADM Enterprises, Inc.” On May 9, 2006, the Company changed its name to “ADM Endeavors, Inc.” and 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.

On January 1, 2020, the Company determined that it would discontinue its business operations in North Dakota, specifically, ADM Enterprises LLC (the “Disposed Company”). The Company transferred the Disposed Company to Ardell Mees in exchange for Mr. Mees’ assumption of the liabilities of the Disposed Company. As part of the transaction, Mr. Mees resigned from all positions with the Company and, in a private transaction, sold a significant portion of his ownership in the Company to Marc Johnson. The Company and Mr. Mees entered into an indemnification agreement pursuant to which Mr. Mees indemnified the Company for the liabilities of the Disposed Company.

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

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 for a $200,000 purchase price, which was paid by the issuance by the Company of a $200,000 secured promissory note to the Seller’s principal.

For the Three Months Ended June 30, 2023, and 2022

Revenues

Our revenue was $1,291,250 for the three months ended June 30, 2023, compared to $1,173,979 for the three months ended June 30, 2022, resulting in an increase of $117,271, or 10%. The increase in revenue is due primarily due to the second quarter acquisition from Innovative Impressions on April 27, 2023, and the addition of two new municipality accounts.

Operating Expenses

Direct costs of revenues were $806,398 and $733,614 for the three months ended June 30, 2023, and 2022, respectively, resulting in an increase of $72,784 or 10%. The increase in direct costs was a direct result of the increased sales due to the second quarter acquisition from Innovative Impressions. The gross margin remained at 37.5% during the three months ended June 30, 2023 and 2022.

General and administrative expenses were $389,546 for the three months ended June 30, 2023, compared to $353,915 for the same period in 2022. The increase in 2023 general and administrative expenses of approximately 10.1% was primarily due to expenses related to the second quarter acquisition from Innovative Impressions.

Marketing and selling expenses were $8,053 for the three months ended June 30, 2023, compared to $14,667 for the same period in 2022. The decrease in 2023 marketing and selling expenses of approximately 45% was primarily due to the utilization of more cost effective marketing techniques.

Net income was $117,548 for the three months ended June 30, 2023, compared to $69,867 for the three months ended June 30, 2022, for the reasons stated above.

For the Six Months Ended June 30, 2023 and 2022

Revenues

Our revenue was $1,931,694 for the six months ended June 30, 2023, compared to $2,356,056 for the six months ended June 30, 2022, resulting in a decrease of $424,362, or 18%. The decrease in revenue is primarily due to a first quarter reduction in spending from social media influencers merchandise sales.

Operating Expenses

Direct costs of revenues were $1,313,598 and $1,482,996 for the six months ended June 30, 2023, and 2022, respectively, resulting in a decrease of $169,398, or 11.4%. This decrease was a direct result of decreased sales. The gross margin decreased from 37.1% as of June 30, 2022, to 32% as of June 30, 2023. The general decrease in margin is primarily due to new non-government customers with higher margins as compared to government customers.

General and administrative expenses were $664,649 for the six months ended June 30, 2023, compared to $748,244 for the same period in 2022. The decrease in 2023 general and administrative expenses of approximately 11.2% was primarily due to first quarter reduction in staff related to decreased revenue from social media influencers.

Marketing and selling expenses were $20,507 for the six months ended June 30, 2023, compared to $32,918 for the same period in 2022. The decrease in 2023 marketing and selling expenses of approximately 37.8% was primarily due to utilizing more cost effective marketing techniques.

Net income was $6,951 for the six months ended June 30, 2023, compared to net income of $86,297 for the six months ended June 30, 2022, for the reasons stated above.

Liquidity and Capital Resources

Liquidity and Capital Resources during the six months ended June 30, 2023, compared to the three months ended June 30, 2022

We had cash provided by operations of $99,323 for the six months ended June 30, 2023, compared to cash provided by operations of $453,075 for the six months ended June 30, 2022. The decrease in positive cash flow from operating activities for the six months ended June 30, 2023, was primarily attributable to a decrease in net income and changes in inventory.

We had cash used in investing activities of $171,566 for the six months ended June 30, 2023, and $246,600 for the six months ended June 30, 2022. The change in cash flow from investing activities for the six months ended June 30, 2023, was attributable to a decrease in the purchase of property and equipment in 2023.

We had cash provided by financing activities of $144,152 for the six months ended June 30, 2023, compared to cash used in financing activities of $162,057 for the same period in 2022. Cash provided by financing activities consisted primarily of proceeds from note payable offset with 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, 2022, included in our Annual Report on Form 10-K as filed on March 29, 2023, for a discussion of our critical accounting policies and 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.

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 June 30, 2023, 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 June 30, 2023.

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 and 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 and 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.

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: August 18, 2023		/s/ Marc Johnson
	By:	Marc Johnson
	Its:	Chief Executive Officer and Interim Chief Financial Officer

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: August 18, 2023

By:	/s/ Marc Johnson
	Chief Executive Officer (Principal Executive Officer) and 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 and 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 June 30, 2023 (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: August 18, 2023

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

Cover - shares	6 Months Ended
Cover - shares	Jun. 30, 2023	Aug. 18, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2023
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2023
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		156,537,143

Consolidated Balance Sheets (Unaudited) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Current assets
Cash	$ 306,144	$ 234,235
Accounts receivable, net	422,509	358,376
Inventory	696,372	168,082
Prepaid expenses and other current assets	30,972	41,366
Total current assets	1,473,319	830,505
Noncurrent assets
Property and equipment, net	3,095,286	2,830,308
Right of use asset - operating lease	34,054	50,664
Goodwill	688,778	688,778
Total assets	5,291,437	4,400,255
Current liabilities
Accounts payable	545,070	72,291
Accrued expenses	410,080	316,349
Income tax payable	7,707	5,859
Current portion of notes payable - secured	116,667
Current portion of right of use liability - operating lease	34,619	33,682
Convertible notes payable	106,092	106,092
Derivative liabilities	226,606	307,973
Total current liabilities	1,446,841	842,246
Noncurrent liabilities
Right of use liability - operating lease, net current portion		16,982
Deferred tax liability	26,460	26,460
Notes payable - secured, net of discount	1,256,675	1,075,957
Total noncurrent liabilities	1,283,135	1,119,399
Total liabilities	2,729,976	1,961,645
Commitments and contingencies
Stockholders’ equity
Preferred stock, $0.001 par value, 80,000,000 shares authorized, 2,000,000 shares outstanding as of June 30, 2023 and December 31, 2022	2,000	2,000
Common stock, $0.001 par value, 800,000,000 shares authorized, 156,537,143 and 153,652,143 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively	156,537	153,652
Additional paid-in capital	1,430,762	1,317,747
Retained earnings	972,162	965,211
Total stockholders’ equity	2,561,461	2,438,610
Total liabilities and stockholders’ equity	5,291,437	4,400,255
Related Party [Member]
Current assets
Other receivable, related party	$ 17,322	$ 28,446

Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
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	156,537,143	153,652,143
Common stock, shares outstanding	156,537,143	153,652,143

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Revenue
Total revenue	$ 1,291,250	$ 1,173,979	$ 1,931,694	$ 2,356,056
Operating expenses
Direct costs of revenue	806,398	733,614	1,313,598	1,482,996
General and administrative	389,546	353,915	664,649	748,244
Marketing and selling	8,053	14,667	20,507	32,981
Total operating expenses	1,203,997	1,102,196	1,998,754	2,264,221
Operating income (loss)	87,253	71,783	(67,060)	91,835
Other income (expense)
Gain (loss) on change in fair value of derivative liabilities	28,754	9,886	81,367	7,868
Other income	2,900	6,780	4,900	13,540
Interest expense	489	(2,655)	(10,408)	(6,098)
Total other income (expense)	32,143	14,011	75,859	15,310
Income before tax provision	119,396	85,794	8,799	107,145
Provision for income taxes	1,848	15,927	1,848	20,848
Net income	$ 117,548	$ 69,867	$ 6,951	$ 86,297
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	155,766,868	153,652,143	154,715,347	153,652,143
diluted	184,243,378	180,818,100	183,191,857	180,818,100
School Uniform [Member]
Revenue
Total revenue	$ 109,546	$ 94,629	$ 193,663	$ 199,772
Promotional Sales [Member]
Revenue
Total revenue	$ 1,181,704	$ 1,079,350	$ 1,738,031	$ 2,156,284

Consolidated Statements of Shareholders' Equity (Unaudited) - USD ($)	Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance at Dec. 31, 2021	$ 2,000	$ 153,652	$ 1,317,747	$ 815,459	$ 2,288,858
Balance, shares at Dec. 31, 2021	2,000,000	153,652,143
Net income (loss)				16,430	16,430
Balance at Mar. 31, 2022	$ 2,000	$ 153,652	1,317,747	831,889	2,305,288
Balance, shares at Mar. 31, 2022	2,000,000	153,652,143
Balance at Dec. 31, 2021	$ 2,000	$ 153,652	1,317,747	815,459	2,288,858
Balance, shares at Dec. 31, 2021	2,000,000	153,652,143
Net income (loss)					86,297
Balance at Jun. 30, 2022	$ 2,000	$ 153,652	1,317,747	901,756	2,375,155
Balance, shares at Jun. 30, 2022	2,000,000	153,652,143
Balance at Mar. 31, 2022	$ 2,000	$ 153,652	1,317,747	831,889	2,305,288
Balance, shares at Mar. 31, 2022	2,000,000	153,652,143
Net income (loss)				69,867	69,867
Balance at Jun. 30, 2022	$ 2,000	$ 153,652	1,317,747	901,756	2,375,155
Balance, shares at Jun. 30, 2022	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 income (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 income (loss)					6,951
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
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
Net income (loss)				117,548	117,548
Stock-based compensation		$ 2,885	113,015		115,900
Stock-based compensation, shares		2,885,000
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

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Cash flows from operating activities:
Net income	$ 6,951	$ 86,297
Adjustments to reconcile net income to net cash provided by continuing operations:
Stock-based compensation	115,900
Depreciation and amortization	32,924	17,534
Bad debt expense	2,318	1,340
Amortization of debt discount	4,935
Amortization of right of use asset - operating lease	16,610
Change in derivative liability	(81,367)	(7,868)
Gain on fixed assets	(2,974)
Changes in operating assets and liabilities:
Accounts receivable	(66,451)	260,208
Other receivable, related party	11,124	(8,971)
Inventory	(518,290)	(161,740)
Prepaid expenses and other assets	10,394	19,604
Accounts payable	472,779	237,697
Accrued expenses	108,667	(11,874)
Income tax payable	1,848	20,848
Right of use operating lease liability	(16,045)
Net cash provided by operating activities	99,323	453,075
Cash flows used in investing activities
Purchase of property and equipment	(171,566)	(246,600)
Net cash used in investing activities	(171,566)	(246,600)
Cash flows used in financing activities:
Repayments on note payable	(3,126)	(162,057)
Proceeds from note payable	147,278
Net cash provided by (used in) financing activities	144,152	(162,057)
Net change in cash	71,909	44,418
Cash at beginning of period	234,235	418,413
Cash at end of period	306,144	462,831
Supplemental disclosure of cash flow information:
Cash paid for interest	32,975	5,943
Cash paid for taxes
Non-cash investing and financing activities:
Capitalized loan costs	4,661
Acquisition of Innovative Impression, Inc.	$ 143,637

ORGANIZATION AND DESCRIPTION OF BUSINESS

6 Months Ended

Jun. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

ORGANIZATION AND DESCRIPTION OF BUSINESS

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

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

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Jun. 30, 2023

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.

Principles of Consolidation

Use of Estimates

Stock-Based Compensation

Cash Equivalents

Allowance for Doubtful Accounts

Inventory

Derivative Instruments

Fair Value of Financial Instruments

	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 had no assets or liabilities other than derivative liabilities measured at fair value on a recurring basis at June 30, 2023, and December 31, 2022.

Fixed Assets

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

Impairment of Long-lived Assets

The Company determined that there were no impairments of long-lived assets at June 30, 2023 and December 31, 2022.

Revenue Recognition

Cost of Sales

Net Income per Share

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

The following is a reconciliation of basic and diluted earnings per common share for the three and six months ended June 30, 2023, and 2022:

Numerator:	2023		2022		2023		2022
	For the Three Months Ended				For the Six Months Ended
Basic earnings per common share	June 30,				June 30,
Numerator:	2023		2022		2023		2022
Net income available to common shareholders	$	117,548	$	69,867	$	6,951	$	86,297
Denominator:
Weighted average common shares outstanding		155,766,868		153,652,143		154,715,347		153,652,143

Basic earnings per common share	$	0.00	$	0.00	$	0.00	$	0.00

Diluted earnings per common share
Numerator:
Net income available to common shareholders	$	117,548	$	69,867	$	6,951	$	86,297
Add convertible debt interest		85,600		73,973		85,600		73,973
Net income available to common shareholders	$	203,148	$	143,840	$	92,551	$	160,270
Denominator:
Weighted average common shares outstanding		155,766,868		153,652,143		154,715,347		153,652,143
Preferred shares		20,000,000		20,000,000		20,000,000		20,000,000
Convertible debt		8,476,510		7,165,957		8,476,510		7,165,957
Adjusted weighted average common shares outstanding		184,243,378		180,818,100		183,191,857		180,818,100

Diluted earnings per common share	$	0.00	$	0.00	$	0.00	$	0.00

Income Taxes

Segment Information

Effect of Recent Accounting Pronouncements

Recently Issued Accounting Standards Not Yet Adopted

COMMITMENTS AND CONTINGENCIES

6 Months Ended

Jun. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 3 – COMMITMENTS AND CONTINGENCIES

Legal Matters

Franchise Agreement

During the six months ended June 30, 2023, and 2022, the Company paid $6,944 and $10,275, respectively, for the franchise agreement.

FIXED ASSETS

6 Months Ended

Jun. 30, 2023

Property, Plant and Equipment [Abstract]

FIXED ASSETS

NOTE 4 – FIXED ASSETS

Fixed assets and finance lease right of use assets, stated at cost, less accumulated depreciation at June 30, 2023, and December 31, 2022, consisted of the following:

	June 30, 2023			December 31, 2022
Land	$	970,455		$	970,455
Equipment		619,863			485,958
Autos and trucks		53,029			95,246
Construction in process		1,589,490			1,413,531
Land and building – rental property		256,387			256,388
Property and equipment, gross		256,387			256,388
Less: accumulated depreciation		(393,938	)		(391,270	)
Property and equipment, net	$	3,095,286		$	2,830,308

Depreciation expense for the six months ended June 30, 2023, and 2022, was $32,924 and $17,534, respectively.

CONVERTIBLE NOTE PAYABLE AND NOTES PAYABLE

6 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

CONVERTIBLE NOTE PAYABLE AND NOTES PAYABLE

NOTE 5 – CONVERTIBLE NOTE PAYABLE AND NOTES PAYABLE

Convertible Notes Payable

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

Derivative liabilities

							Fair value at
	Level 1		Level 2		Level 3		June 30, 2023
Liabilities:
Derivative liabilities	$	-	$	-	$	226,606	$	226,606

							Fair value at
	Level 1		Level 2		Level 3		December 31, 2022
Liabilities:
Derivative liabilities	$	-	$	-	$	307,973	$	307,973

Fair value at December 31, 2022	$	307,973
Gain on change in fair value of derivative liabilities		(81,367	)
Fair value at June 30, 2023	$	226,606

Notes Payable

ACCRUED EXPENSES

6 Months Ended

Jun. 30, 2023

Payables and Accruals [Abstract]

ACCRUED EXPENSES

NOTE 6 – ACCRUED EXPENSES

The Company had total accrued expenses of $410,080 and $316,349 as of June 30, 2023, and December 31, 2022, respectively. See breakdown below of accrued expenses:

SCHEDULE OF ACCRUED EXPENSES

	June 30, 2023		December 31, 2022
Credit cards payable	$	227,130	$	150,107
Accrued interest		91,815		80,949
Other accrued expenses		91,135		85,293
Total accrued expenses	$	410,080	$	316,349

RELATED PARTY TRANSACTIONS

6 Months Ended

Jun. 30, 2023

RELATED PARTY TRANSACTIONS

NOTE 7 – RELATED PARTY TRANSACTIONS

STOCKHOLDERS’ EQUITY

6 Months Ended

Jun. 30, 2023

Equity [Abstract]

STOCKHOLDERS’ EQUITY

NOTE 8 – STOCKHOLDERS’ EQUITY

CONCENTRATION OF CUSTOMERS

6 Months Ended

Jun. 30, 2023

Risks and Uncertainties [Abstract]

CONCENTRATION OF CUSTOMERS

NOTE 9 – CONCENTRATION OF CUSTOMERS

Concentration of Revenue

For the six months ended June 30, 2023, no customer made up 10% of revenues, and for the six months ended June 30, 2022, one customer made up 37% of revenues, respectively.

Concentration of accounts receivable

One customer accounted for 10% of accounts receivable as of June 30, 2023. Two customers accounted for 46% of accounts receivable as of December 31, 2022.

LEASE LIABILITY

6 Months Ended

Jun. 30, 2023

Lease Liability

LEASE LIABILITY

NOTE 10 – LEASE LIABILITY

Operating Leases

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

	Operating
	Lease
Maturity of Lease Liability at June 30, 2023
2023 (six months remaining)	$	17,814
2024		17,814
Total future undiscounted lease payments	$	35,628
Less: Amounts representing interest		(1,009	)
Present value of lease liabilities	$	34,619

ACQUISITION

6 Months Ended

Jun. 30, 2023

Business Combination and Asset Acquisition [Abstract]

ACQUISITION

NOTE 11 – ACQUISITION

SCHEDULE OF BUSINESS ACQUISITIONS

			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

Pro-Forma Financial Information

SCHEDULE OF PRO FORMA FINANCIAL

	2023		2022		2023			2022
	For the three months ended June 30,				For the six months ended June 30,
	2023		2022		2023			2022
	Pro Forma		Pro Forma		Pro Forma			Pro Forma

Revenue	$	1,384,912	$	1,330,461	$	2,232,569		$	2,694,380
Operating income (loss)		111,738		50,029		(7,328	)		80,186
Net income		142,033		48,113		66,683			74,648
Net income per share	$	0.00	$	0.00	$	0.00		$	0.00

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

Jun. 30, 2023

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.

Principles of Consolidation

Principles of Consolidation

Use of Estimates

Use of Estimates

Stock-Based Compensation

Stock-Based Compensation

Cash Equivalents

Cash Equivalents

Allowance for Doubtful Accounts

Allowance for Doubtful Accounts

Inventory

Inventory

Derivative Instruments

Derivative Instruments

Fair Value of Financial Instruments

Fair Value of Financial Instruments

	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 had no assets or liabilities other than derivative liabilities measured at fair value on a recurring basis at June 30, 2023, and December 31, 2022.

Fixed Assets

Fixed Assets

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

Impairment of Long-lived Assets

Impairment of Long-lived Assets

The Company determined that there were no impairments of long-lived assets at June 30, 2023 and December 31, 2022.

Revenue Recognition

Revenue Recognition

Cost of Sales

Cost of Sales

Net Income per Share

Net Income per Share

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

The following is a reconciliation of basic and diluted earnings per common share for the three and six months ended June 30, 2023, and 2022:

Numerator:	2023		2022		2023		2022
	For the Three Months Ended				For the Six Months Ended
Basic earnings per common share	June 30,				June 30,
Numerator:	2023		2022		2023		2022
Net income available to common shareholders	$	117,548	$	69,867	$	6,951	$	86,297
Denominator:
Weighted average common shares outstanding		155,766,868		153,652,143		154,715,347		153,652,143

Basic earnings per common share	$	0.00	$	0.00	$	0.00	$	0.00

Diluted earnings per common share
Numerator:
Net income available to common shareholders	$	117,548	$	69,867	$	6,951	$	86,297
Add convertible debt interest		85,600		73,973		85,600		73,973
Net income available to common shareholders	$	203,148	$	143,840	$	92,551	$	160,270
Denominator:
Weighted average common shares outstanding		155,766,868		153,652,143		154,715,347		153,652,143
Preferred shares		20,000,000		20,000,000		20,000,000		20,000,000
Convertible debt		8,476,510		7,165,957		8,476,510		7,165,957
Adjusted weighted average common shares outstanding		184,243,378		180,818,100		183,191,857		180,818,100

Diluted earnings per common share	$	0.00	$	0.00	$	0.00	$	0.00

Income Taxes

Income Taxes

Segment Information

Segment Information

Effect of Recent Accounting Pronouncements

Effect of Recent Accounting Pronouncements

Recently Issued Accounting Standards Not Yet Adopted

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

SCHEDULE OF ESTIMATED USEFUL LIVE OF FIXED ASSETS

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

SCHEDULE OF EARNINGS PER SHARE BASIC AND DILUTED

The following is a reconciliation of basic and diluted earnings per common share for the three and six months ended June 30, 2023, and 2022:

Numerator:	2023		2022		2023		2022
	For the Three Months Ended				For the Six Months Ended
Basic earnings per common share	June 30,				June 30,
Numerator:	2023		2022		2023		2022
Net income available to common shareholders	$	117,548	$	69,867	$	6,951	$	86,297
Denominator:
Weighted average common shares outstanding		155,766,868		153,652,143		154,715,347		153,652,143

Basic earnings per common share	$	0.00	$	0.00	$	0.00	$	0.00

Diluted earnings per common share
Numerator:
Net income available to common shareholders	$	117,548	$	69,867	$	6,951	$	86,297
Add convertible debt interest		85,600		73,973		85,600		73,973
Net income available to common shareholders	$	203,148	$	143,840	$	92,551	$	160,270
Denominator:
Weighted average common shares outstanding		155,766,868		153,652,143		154,715,347		153,652,143
Preferred shares		20,000,000		20,000,000		20,000,000		20,000,000
Convertible debt		8,476,510		7,165,957		8,476,510		7,165,957
Adjusted weighted average common shares outstanding		184,243,378		180,818,100		183,191,857		180,818,100

Diluted earnings per common share	$	0.00	$	0.00	$	0.00	$	0.00

FIXED ASSETS (Tables)

6 Months Ended

Jun. 30, 2023

Property, Plant and Equipment [Abstract]

SCHEDULE OF FIXED ASSETS AND FINANCE LEASE RIGHT OF USE ASSETS

Fixed assets and finance lease right of use assets, stated at cost, less accumulated depreciation at June 30, 2023, and December 31, 2022, consisted of the following:

	June 30, 2023			December 31, 2022
Land	$	970,455		$	970,455
Equipment		619,863			485,958
Autos and trucks		53,029			95,246
Construction in process		1,589,490			1,413,531
Land and building – rental property		256,387			256,388
Property and equipment, gross		256,387			256,388
Less: accumulated depreciation		(393,938	)		(391,270	)
Property and equipment, net	$	3,095,286		$	2,830,308

CONVERTIBLE NOTE PAYABLE AND NOTES PAYABLE (Tables)

6 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

SCHEDULE OF FAIR VALUE LIABILITIES MEASURED ON RECURRING BASIS

							Fair value at
	Level 1		Level 2		Level 3		June 30, 2023
Liabilities:
Derivative liabilities	$	-	$	-	$	226,606	$	226,606

							Fair value at
	Level 1		Level 2		Level 3		December 31, 2022
Liabilities:
Derivative liabilities	$	-	$	-	$	307,973	$	307,973

SCHEDULE OF DERIVATIVE LIABILITIES AT FAIR VALUE

Fair value at December 31, 2022	$	307,973
Gain on change in fair value of derivative liabilities		(81,367	)
Fair value at June 30, 2023	$	226,606

ACCRUED EXPENSES (Tables)

6 Months Ended

Jun. 30, 2023

Payables and Accruals [Abstract]

SCHEDULE OF ACCRUED EXPENSES

	June 30, 2023		December 31, 2022
Credit cards payable	$	227,130	$	150,107
Accrued interest		91,815		80,949
Other accrued expenses		91,135		85,293
Total accrued expenses	$	410,080	$	316,349

LEASE LIABILITY (Tables)

6 Months Ended

Jun. 30, 2023

Lease Liability

SCHEDULE OF MATURITIES OF LEASE LIABILITIES

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

	Operating
	Lease
Maturity of Lease Liability at June 30, 2023
2023 (six months remaining)	$	17,814
2024		17,814
Total future undiscounted lease payments	$	35,628
Less: Amounts representing interest		(1,009	)
Present value of lease liabilities	$	34,619

ACQUISITION (Tables)

6 Months Ended

Jun. 30, 2023

Business Combination and Asset Acquisition [Abstract]

SCHEDULE OF BUSINESS ACQUISITIONS

			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

SCHEDULE OF PRO FORMA FINANCIAL

	2023		2022		2023			2022
	For the three months ended June 30,				For the six months ended June 30,
	2023		2022		2023			2022
	Pro Forma		Pro Forma		Pro Forma			Pro Forma

Revenue	$	1,384,912	$	1,330,461	$	2,232,569		$	2,694,380
Operating income (loss)		111,738		50,029		(7,328	)		80,186
Net income		142,033		48,113		66,683			74,648
Net income per share	$	0.00	$	0.00	$	0.00		$	0.00

ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative) - USD ($)				6 Months Ended
	Apr. 27, 2023	Apr. 19, 2018	Jul. 01, 2008	Jun. 30, 2023
Preferred stock voting rights description				Each share of preferred stock has 100 votes per share and is convertible into 10 shares of common stock
Innovative Impressions, Inc. [Member]
Asset acquisition purchase price	$ 200,000
Payments asset acquisition	$ 200,000
Just Right Products, Inc. [Member]
Percentage of voting interests acquired		61.00%
Series A Preferred Stock [Member] \| Just Right Products, Inc. [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
Just Right Products, Inc. [Member] \| Series A Preferred Stock [Member]
Ownership percentage		100.00%
Common Stock [Member]
Shares issued for assets acquired			10,000,000

SCHEDULE OF ESTIMATED USEFUL LIVE OF FIXED ASSETS (Details)	Jun. 30, 2023
Property, Plant and Equipment [Line Items]
Property, Plant, and Equipment, Useful Life, Term, Description [Extensible Enumeration]	Useful Life, Lease Term [Member]
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
Furniture and Fixtures [Member] \| Minimum [Member]
Property, Plant and Equipment [Line Items]
Fixed assets estimated useful life	4 years
Furniture and Fixtures [Member] \| Maximum [Member]
Property, Plant and Equipment [Line Items]
Fixed assets estimated useful life	7 years
Websites [Member]
Property, Plant and Equipment [Line Items]
Fixed assets estimated useful life	3 years

SCHEDULE OF EARNINGS PER SHARE BASIC AND DILUTED (Details) - USD ($)	3 Months Ended				6 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022
Basic earnings per common share
Net income available to common shareholders	$ 117,548		$ 69,867		$ 6,951	$ 86,297
Weighted average common shares outstanding	155,766,868		153,652,143		154,715,347	153,652,143
Basic earnings per common share	$ 0.00		$ 0.00		$ 0.00	$ 0.00
Diluted earnings per common share
Net income available to common shareholders	$ 117,548	$ (110,597)	$ 69,867	$ 16,430	$ 6,951	$ 86,297
Add convertible debt interest	85,600		73,973		85,600	73,973
Net income available to common shareholders	$ 203,148		$ 143,840		$ 92,551	$ 160,270
Preferred shares	20,000,000		20,000,000		20,000,000	20,000,000
Convertible debt	8,476,510		7,165,957		8,476,510	7,165,957
Adjusted weighted average common shares outstanding	184,243,378		180,818,100		183,191,857	180,818,100
Diluted earnings per common share	$ 0.00		$ 0.00		$ 0.00	$ 0.00

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)	6 Months Ended		12 Months Ended
	Jun. 30, 2023 USD ($) Segment	Jun. 30, 2022 USD ($)	Dec. 31, 2022 USD ($) Segment
Product Information [Line Items]
Cash	$ 0		$ 0
Cash FDIC insured limit	250,000
Cash insured amount	41,041
Allowance for doubtful accounts receivable	0		0
Bad debt expenses	2,318	$ 1,340
Inventory	696,372		168,082
Assets or liabilities other than derivative liabilities measured at fair value	0		0
Impairments of long-lived assets	0		0
Unrecognized tax benefits	$ 0		$ 0
Number of reporting segments \| Segment	1		1
Revenue Benchmark [Member] \| Supplier Concentration Risk [Member] \| Three Vendors [Member]
Product Information [Line Items]
Concentration risk, percentage	75.00%	68.00%

COMMITMENTS AND CONTINGENCIES (Details Narrative) - Franchise Agreement [Member] - USD ($)	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Lease expiration date	February 2024
Lease term	5 years
Lease description	The Company is obligated to pay 5% of gross revenue for use of systems and manuals
Amount paid under agreement	$ 6,944	$ 10,275

SCHEDULE OF FIXED ASSETS AND FINANCE LEASE RIGHT OF USE ASSETS (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Less: accumulated depreciation	$ (393,938)	$ (391,270)
Property and equipment, net	3,095,286	2,830,308
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	619,863	485,958
Autos And Trucks [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	53,029	95,246
Construction in Progress [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	1,589,490	1,413,531
Land and Building - Rental Property [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 256,387	$ 256,388

SCHEDULE OF FAIR VALUE LIABILITIES MEASURED ON RECURRING BASIS (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Platform Operator, Crypto-Asset [Line Items]
Derivative liabilities	$ 226,606	$ 307,973
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	$ 226,606	$ 307,973

SCHEDULE OF DERIVATIVE LIABILITIES AT FAIR VALUE (Details)	6 Months Ended
	Jun. 30, 2023 USD ($)
Debt Disclosure [Abstract]
Fair value, beginning	$ 307,973
Gain loss on change in fair value of derivative liabilities	(81,367)
Fair value, ending	$ 226,606

CONVERTIBLE NOTE PAYABLE AND NOTES PAYABLE (Details Narrative)				6 Months Ended		12 Months Ended
	Apr. 27, 2023 USD ($)	Oct. 25, 2022 USD ($)	Apr. 01, 2018 USD ($)	Jun. 30, 2023 USD ($) Days $ / shares shares	Jun. 30, 2022 USD ($)	Dec. 31, 2018 USD ($)	Dec. 31, 2022 USD ($) $ / shares
Debt Instrument [Line Items]
Proceeds from convertible debt						$ 106,092
Debt instrument fee amount			$ 53,046
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				8,476,510
Note balance				$ 106,092			$ 106,092
Change in fair value of derivative liability				81,367	$ 7,868
Secured notes payable				1,373,342			1,075,957
Long term notes payable				1,256,675			1,075,957
Notes payable current				116,667
Secured Debt [Member]
Debt Instrument [Line Items]
Secured debt		$ 4,618,960
Debt instrument interest rate		5.50%
Notes payable due date		Oct. 25, 2032
Loan monthly payment		$ 26,458.87
Loan cost recorded as debt discount		$ 94,072
Loan costs				4,661
Interest related to note				32,975
Notes payable - secured, net of current portion				1,224,771
Debt discount amount				87,686
Secured Debt [Member] \| Security Agreement [Member]
Debt Instrument [Line Items]
Loan monthly payment	$ 8,333
Loan cost recorded as debt discount	$ 56,363
Loan costs				4,935
Notes payable - secured, net of current portion				148,571
Debt discount amount				$ 51,428
Secured Debt [Member] \| October 25, 2027 [Member]
Debt Instrument [Line Items]
Adjusted rate		1.00%
Measurement Input, Option Volatility [Member]
Debt Instrument [Line Items]
Percentage of embedded derivative liability measurement input				100			100
Measurement Input, Exercise Price [Member]
Debt Instrument [Line Items]
Exercise price \| $ / shares				$ 0.0125			$ 0.0155
Measurement Input, Risk Free Interest Rate [Member]
Debt Instrument [Line Items]
Percentage of embedded derivative liability measurement input				5.47			4.76

SCHEDULE OF ACCRUED EXPENSES (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Credit cards payable	$ 227,130	$ 150,107
Accrued interest	91,815	80,949
Other accrued expenses	91,135	85,293
Total accrued expenses	$ 410,080	$ 316,349

ACCRUED EXPENSES (Details Narrative) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Accrued expenses	$ 410,080	$ 316,349

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
M & M Real Estate, Inc. [Member]
Equipment expense	$ 45,000	$ 44,360
Haltom City [Member]
Operating lease payments	$ 6,500

STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($)			6 Months Ended
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($)	Apr. 27, 2023	Apr. 01, 2023	Jun. 30, 2023	Dec. 31, 2022
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			156,537,143	153,652,143
Preferred stock shares outstanding			2,000,000	2,000,000
Preferred stock, voting rights			Each share of preferred stock has 100 votes per share and is convertible into 10 shares of common stock
Issued for service value	$ 100,000
Number of shares issued for services	2,585,000
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock shares issued		300,000
Common stock issued value		$ 15,900

CONCENTRATION OF CUSTOMERS (Details Narrative) - Customer Concentration Risk [Member]	6 Months Ended		12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Sales Revenues Net [Member] \| No Customer [Member]
Concentration Risk [Line Items]
Concentration risk, percentage	10.00%
Sales Revenues Net [Member] \| One Customer [Member]
Concentration Risk [Line Items]
Concentration risk, percentage		37.00%
Accounts Receivable [Member] \| One Customer [Member]
Concentration Risk [Line Items]
Concentration risk, percentage	10.00%
Accounts Receivable [Member] \| Two Customers [Member]
Concentration Risk [Line Items]
Concentration risk, percentage			46.00%

SCHEDULE OF MATURITIES OF LEASE LIABILITIES (Details)	Jun. 30, 2023 USD ($)
Lease Liability
2023 (six months remaining)	$ 17,814
2024	17,814
Total future undiscounted lease payments	35,628
Less: Amounts representing interest	(1,009)
Present value of lease liabilities	$ 34,619

LEASE LIABILITY (Details Narrative) - ft²	Oct. 28, 2022	Jun. 30, 2023
Operating lease, expires	Jun. 30, 2024
Operating lease dicount rate	5.50%
Lease remaining lease term	1 year 3 months
Haltom City [Member]
Office area		18,000

SCHEDULE OF BUSINESS ACQUISITIONS (Details) - Innovative Impressions, Inc. [Member]	Apr. 27, 2023 USD ($)
Business Acquisition [Line Items]
Notes payable, net of discount	$ 143,637
Total purchase consideration	143,637
Inventory	$ 10,000
Estimated life	Less than 1 year
Fixed assets	$ 133,637
Estimated life	3 years
Total purchase price allocation	$ 143,637

SCHEDULE OF PRO FORMA FINANCIAL (Details) - USD ($)	3 Months Ended		6 Months Ended
SCHEDULE OF PRO FORMA FINANCIAL (Details) - USD ($)	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Business Combination and Asset Acquisition [Abstract]
Revenue	$ 1,384,912	$ 1,330,461	$ 2,232,569	$ 2,694,380
Operating income (loss)	111,738	50,029	(7,328)	80,186
Net income	$ 142,033	$ 48,113	$ 66,683	$ 74,648
Net income per share	$ 0.00	$ 0.00	$ 0.00	$ 0.00