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 ~~March~~June 3130, 2024

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

For the transition period from ______ to _______

Commission File Number 000-56047

ADM ENDEAVORS, INC.

(Exact name of registrant as specified in its charter)

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

5941 Posey Lane

Haltom City, Texas 76117

(Address of principal executive offices)

(817) 840-6271

(Registrant’s telephone number)

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

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

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

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

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

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

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

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

As of ~~May~~August 2014, 2024, there were 156,637,143 shares of the registrant’s $0.001 par value common stock issued, issuable, and outstanding.

ADM ENDEAVORS, INC.

TABLE OF CONTENTS		Page
PART I. FINANCIAL INFORMATION		3
ITEM 1.	CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)	4
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	17
ITEM 3.	QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK	19
ITEM 4.	CONTROLS AND PROCEDURES	19
PART II. OTHER INFORMATION		1920
ITEM 1.	LEGAL PROCEEDINGS	1920
ITEM 1A.	RISK FACTORS	20
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	20
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	20
ITEM 4.	MINE SAFETY DISCLOSURES	20
ITEM 5.	OTHER INFORMATION	20
ITEM 6.	EXHIBITS	20

PART I – FINANCIAL INFORMATION

TABLE OF CONTENTS

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

ITEM 1. FINANCIAL STATEMENTS

ADM Endeavors, Inc. and Subsidiaries

Consolidated Balance Sheets

(Unaudited)

	March 31, 2024		December 31, 2023
	June 30,		December 31,
	2024		2023
ASSETS
Current assets
Cash	$	~~177~~124,~~964~~192	$	301,411
Accounts receivable, net		~~274~~431,~~117~~252		415,506
Other receivable, related party		1923,~~579~~149		2,399
Inventory		~~212~~401,~~830~~037		171,233
Prepaid expenses and other current assets		4722,~~753~~495		27,482
Total current assets		~~732~~1,~~243~~002,125		918,031
Noncurrent assets
Property and equipment, net		3,~~350~~943,~~027~~303		3,229,200
Right of use asset - operating lease		~~8,268~~-		16,982
Goodwill		688,778		688,778
Total assets	$	45,~~779~~634,~~316~~206	$	4,852,991
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	~~121~~324,~~385~~343	$	38,679
Accounts payable - related party		~~2,353~~-		17,658
Accounts payable		~~2,353~~-		17,658
Accrued expenses		~~299~~238,~~712~~020		373,047
Income tax payable		16,130		16,130
Current portion of notes payable - secured		6943,~~775~~458		91,667
Current portion of right of use liability - operating lease		~~8,268~~-		17,814
Convertible note payable		106,092		106,092
Derivative liabilities		~~221~~229,~~485~~417		213,569
Total current liabilities		~~845~~957,~~200~~460		874,656
Noncurrent liabilities
Deferred tax liability		44,002		44,002
Notes payable - secured, net of discount		1,~~229~~985,~~724~~653		1,226,367
Total noncurrent liabilities		12,~~273~~029,~~726~~655		1,270,369
Total liabilities		2,~~118~~987,~~926~~115		2,145,025
Commitments and contingencies		-		-
Stockholders’ equity
Preferred stock, $0.001 par value, 80,000,000 shares authorized, 2,000,000 shares outstanding as of March 31, 2024 and December 31, 2023		2,000		2,000
Preferred stock, $0.001 par value, 80,000,000 shares authorized, 2,000,000 shares outstanding as of June 30 2024 and December 31, 2023		2,000		2,000
Common stock, $0.001 par value, 800,000,000 shares authorized, 156,637,143 and 156,237,143 shares issued and outstanding at March 31, 2024 and December 31, 2023		156,637		156,237
Common stock, $0.001 par value, 800,000,000 shares authorized, 156,637,143 and 156,237,143 shares issued and outstanding at June 30, 2024 and December 31, 2023		156,637		156,237
Additional paid-in capital		1,447,222		1,431,062
Stock payable		15,988		15,988
Retained earnings		1,~~038~~025,~~543~~244		1,102,679
Total stockholders’ equity		2,~~660~~647,~~390~~091		2,707,966
Total liabilities and stockholders’ equity	$	45,~~779~~634,~~316~~206	$	4,852,991

See accompanying notes to unaudited consolidated financial statements.

ADM Endeavors, Inc. and Subsidiaries

Consolidated Statements of Operations

For the Three and Six Months Ended ~~March~~June 3130, 2024 and 2023

(Unaudited)

	2024			2023			2024			2023
Revenue
	For the three months ended June 30,						For the six months ended June 30,
School uniform sales	$	103,993		$	84,117
	2024			2023			2024			2023
Promotional sales		952,145			556,327
Revenue
Total revenue		1,056,138			640,444
School uniform sales	$	124,952		$	109,546		$	228,945		$	193,663
Operating expenses
Promotional sales		1,097,648			1,181,704			2,049,793			1,738,031
Direct costs of revenue		721,227			507,200
Total revenue		1,222,600			1,291,250			2,278,738			1,931,694
General and administrative		386,032			275,103
Operating expenses
Marketing and selling		8,042			12,454
Direct costs of revenue		800,215			806,398			1,521,442			1,313,598
Total operating expenses		1,115,301			794,757
General and administrative		411,537			389,546			797,569			664,649
Operating loss		(59,163	)		(154,313	)
Marketing and selling		9,284			8,053			17,326			20,507
Other income (expense)
Total operating expenses		1,221,036			1,203,997			2,336,337			1,998,754
Gain (loss) on change in fair value of derivative liabilities		(7,916	)		52,613
Operating income (loss)		1,564			87,253			(57,599	)		(67,060	)
Other income		9,127			2,000
Other income (expense)
Interest expense		(6,184	)		(10,897	)
Gain (loss) on change in fair value of derivative liabilities		(7,932	)		28,754			(15,848	)		81,367
Total other income (expense)		(4,973	)		43,716
Other income		6,526			2,900			15,653			4,900
Income before tax provision		(64,136	)		(110,597	)
Interest expense		(13,457	)		489			(19,641	)		(10,408	)
Provision for income taxes		-			-
Total other income (expense)		(14,863	)		32,143			(19,836	)		75,859
Net loss	$	(64,136	)	$	(110,597	)
Income before tax provision		(13,299	)		119,396			(77,435	)		8,799
Net income per share - basic	$	(0.00	)	$	(0.00	)
Provision for income taxes		-			1,848			-			1,848
Net income per share - diluted	$	(0.00	)	$	(0.00	)
Net income (loss)	$	(13,299	)	$	117,548		$	(77,435	)	$	6,951
Weighted average number of shares outstanding
Net income (loss) per share - basic	$	(0.00	)	$	0.00		$	(0.00	)	$	0.00
basic		156,536,044			153,652,143
Net income (loss) per share - diluted	$	(0.00	)	$	0.00		$	(0.00	)	$	0.00
diluted		156,536,044			153,652,143
Weighted average number of shares outstanding
basic		156,637,143			153,652,143			156,586,594			153,652,143
diluted		156,637,143			153,652,143			156,586,594			153,652,143

See accompanying notes to unaudited consolidated financial statements.

ADM Endeavors, Inc. and Subsidiaries

Consolidated Statements of Shareholders’ Equity

For the ~~Three~~Six Months Ended ~~March~~June 3130, 2024 and 2023

(Unaudited)

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

See accompanying notes to unaudited consolidated financial statements.

ADM Endeavors, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

For the ~~Three~~Six Months Ended ~~March~~June 3130, 2024 and 2023

(Unaudited)

	2024			2023
Cash flows from operating activities:
Net loss	$	(64,136	)	$	(110,597	)
Net income (loss)	$	(77,435	)	$	6,951
Adjustments to reconcile net loss to net cash provided by continuing operations:
Adjustments to reconcile net income (loss) to net cash provided by continuing operations:
Stock-based compensation		16,560			-115,900
Depreciation and amortization		1736,~~060~~613			1432,~~066~~924
Bad debt expense		-3,678			2,~~601~~318
Amortization of debt discount		714,~~016~~033			-4,935
Amortization of right of use asset - operating lease		816,~~714~~982			816,~~248~~610
Change in derivative liability		715,~~916~~848			(5281,~~613~~367	)
Gain on fixed assets		-			(2,974	)
Changes in operating assets and liabilities:
Accounts receivable		~~141~~(19,~~389~~424	)		~~191~~(66,~~149~~451	)
Other receivable, related party		(1720,~~180~~750	)		111,~~663~~124
Inventory		(41229,~~597~~804	)		(~~242~~518,~~453~~290	)
Prepaid expenses and other assets		~~(20~~4,~~271~~987	)		510,~~612~~394
Accounts payable		82285,~~706~~664			~~269~~472,~~310~~779
Accounts payable - related party		(1517,~~305~~658	)		-
Accounts payable		(1517,~~305~~658	)		-
Accrued expenses		(73135,~~335~~027	)		87108,~~197~~667
Right of use operating lease liability		(9,546	)		(7,683	)
Income tax payable		-			1,848
Net cash provided by operating activities		39,991			166,500
Right of use operating lease liability		(17,814	)		(16,045	)
Cash flows used in investing activities
Net cash provided by (used in) operating activities		(123,547	)		99,323
Purchase of property and equipment		(135,544	)		(131,414	)
Cash flows from investing activities
Net cash used in investing activities		(135,544	)		(131,414	)
Purchase of property and equipment		(746,031	)		(171,566	)
Cash flows used in financing activities:
Net cash used in investing activities		(746,031	)		(171,566	)
Repayments on notes payable		(27,894	)		(3,126	)
Cash flows from financing activities:
Proceeds from note payable		-			53,692
Repayments on notes payable		(63,614	)		(3,126	)
Net cash provided by (used in) financing activities		(27,894	)		50,566
Proceeds from note payable		755,973			147,278
Net change in cash		(123,447	)		85,652
Net cash provided by (used in) financing activities		692,359			144,152
Net change in cash		(177,219	)		71,909
Cash at beginning of period		301,411			234,235
Cash at end of period	$	~~177~~124,~~964~~192		$	~~319~~306,~~887~~144
Supplemental disclosure of cash flow information:
Cash paid for interest	$	1830,~~106~~009		$	12,865
Cash paid for taxes	$	-		$	-
Non-cash investing and financing activities:
Capitalized loan costs	$	24,~~343~~685		$	24,~~318~~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

~~March~~June 3130, 2024

(Unaudited)

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

On January 4, 2001, we were incorporated in North Dakota as ADM Enterprises, Inc. On May 9, 2006, the Company changed its name to ADM Endeavors, Inc. (“ADM Endeavors,” “ADM,” “we,” “us,” “our,” or the “Company”) and its domicile to the state of Nevada. On July 1, 2008, the Company acquired all of the assets of ADM Enterprises, LLC (“ADM Enterprises”), a sole proprietorship owned by Ardell and Tammera Mees, in exchange for 10,000,000 newly issued shares of our common stock. As a result, ADM Enterprises became a wholly owned subsidiary of the Company. ADM then provided installation services to grocery décor and design companies primarily in North Dakota.

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

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

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

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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

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

The unaudited consolidated financial statements of the Company for the three and six month periods ended ~~March~~June 3130, 2024 and 2023 have been ~~prepared~~ prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Regulation S-K. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. However, such information reflects all adjustments (consisting solely of normal recurring adjustments), which are, in the opinion of management, necessary for the fair presentation of the financial position and the results of operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for a full fiscal year. The balance sheet information as of December 31, 2023, was derived from the audited financial statements included in the Company’s financial statements as of and for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on April 16, 2024. These financial statements should be read in conjunction with that report.

Principles of Consolidation

The accompanying unaudited consolidated financial statements include all of the accounts of the Company and its wholly owned subsidiary, JRP, at ~~March~~June 3130, 2024. All significant intercompany balances and transactions have been eliminated.

Use of Estimates

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

Stock-Based Compensation

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

Cash Equivalents

The Company considers all highly liquid investments with an original maturity of nine months or less when purchased to be cash equivalents. At ~~March~~June 3130, 2024, and December 31, 2023, the Company had no cash equivalents. Periodically, the Company may carry cash balances at financial institutions in excess of the federally insured limit of $250,000. The amount in excess of the FDIC insurance at ~~March~~June 3130, 2024 was $0. The Company has not experienced losses on these accounts and management believes, based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant.

Allowance for Credit Losses

The Company establishes an allowance for credit losses to ensure trade and notes receivable are not overstated due to non-collectability. The Company’s allowance is based on a variety of factors, including age of the receivable, significant one-time events, historical experience, and other risk considerations. The Company had no allowance as of ~~March~~June 3130, 2024 and December 31, 2023.

Inventory

Inventory is valued at the lower of cost or net realizable value. Cost is determined using a weighted-average cost method. The Company decreases the value of inventory for estimated obsolescence equal to the difference between the cost of inventory and the estimated market value, based upon an aging analysis of the inventory on hand, specifically known inventory-related risks, and assumptions about future demand and market conditions. The Company has inventory of $~~212~~401,~~830~~037 and $171,233 as of ~~March~~June 3130, 2024, and December 31, 2023, respectively.

~~Two~~Three vendors accounted for approximately 9282% of inventory purchases during the ~~three~~six months ended ~~March~~June 3130, 2024. Three vendors accounted ~~for~~ for approximately 8775% of inventory purchases during the ~~three~~six months ended ~~March~~June 3130, 2023.

Derivative Instruments

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

Fair Value of Financial Instruments

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

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

	Level 1:	Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

	Level 2:	Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

	Level 3:	Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use.

The Company adopted the provisions of FASB ASC 820 (the Fair Value Topic) which defines fair value, establishes a framework for measuring fair value under U.S. GAAP, and expands disclosures about fair value measurements.

The Company had no assets or liabilities other than derivative liabilities measured at fair value on a recurring basis at ~~March~~June 3130, 2024, and December 31, 2023.

Fixed Assets

Fixed assets are recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation is computed by the straight-line method over the assets estimated useful life. Upon the sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in consolidated statements of operations.

SCHEDULE OF ESTIMATED USEFUL LIVE

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

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~~2024 or ~~2022~~2023 as a result of our qualitative assessments over our single reporting segment.

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

Impairment of Long-lived Assets

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

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

The Company determined that there were no impairments of long-lived assets at ~~March~~June 3130, 2024 and December 31, 2023.

Revenue Recognition

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

Cost of Sales

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

Net Income per Share

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

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

During the ~~three~~six months ended ~~March~~June 3130, 2024 and 2023, 46,~~969~~673,~~180~~ 712 and 68,~~732~~476,~~011~~ 510 shares issuable upon the conversion of convertible note, respectively, and 20,000,000 shares issuable upon the conversion of preferred shares, were considered for their dilutive effects but were determined to be anti-dilutive.

Income Taxes

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

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

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

Tax benefits of uncertain tax positions are recognized only if it is more likely than not that the Company will be able to sustain a position taken on an income tax return. The Company has no liability for uncertain tax positions as of ~~March~~June 3130, 2024, and December 31, 2023. ~~Interest~~ Interest and penalties, if any, related to unrecognized tax benefits would be recognized as interest expense. The Company does not have any accrued interest or penalties associated with unrecognized tax benefits, nor was any significant interest expense recognized during the three and six months ended ~~March~~June 3130, 2024 and 2023.

Segment Information

In accordance with the provisions of ASC 280-10, “Disclosures about Segments of an Enterprise and Related Information,” the Company is required to report financial and descriptive information about its reportable operating segments. The Company has one operating segment as of ~~March~~June 3130, 2024, and December 31, 2023.

Effect of Recent Accounting Pronouncements

Recently Issued Accounting Standards Not Yet Adopted

The Company has reviewed all recently issued, but not yet adopted, accounting standards, in order to determine their effects, if any, on its results of operations, financial position or cash flows. Based on that review, the Company believes that no other pronouncements will have a significant effect on its financial statements.

NOTE 3 – COMMITMENTS AND CONTINGENCIES

Legal Matters

From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. As of ~~May~~August 2014, 2024, there were no pending or threatened lawsuits.

Franchise Agreement

The Company has a franchise agreement effective February 19, 2014, expiring in February 2024, with a right to renew for an additional five years to operate stores and websites in the Company’s exclusive territory. In March 2024, the agreement was renewed for an additional five years, expiring on March 4, 2029. The Company is obligated to pay 5% of gross revenue for use of systems and manuals.

During the ~~three~~six months ended ~~March~~June 3130, 2024, and 2023, the Company paid $59,~~561~~ 952 and $36,~~242~~944, respectively, for the franchise agreement.

Uniform Supply Agreement

The Company has an agreement to be the exclusive provider of school uniforms and logos for a charter school. The Company is obligated to provide a 3% donation to the charter school for each school year. The agreement is for each school year ending through May 31.

During the ~~three~~six months ended ~~March~~June 3130, 2024 and 2023, the Company paid $0 and $23,303 for the uniform supply agreement, respectively.

NOTE 4 – PROPERTY AND EQUIPMENT

Property and equipment and finance lease right of use assets, stated at cost, less accumulated depreciation at ~~March~~June 3130, 2024, and December 31, 2023, consisted of the following:

	March 31, 2024			December 31, 2023
	June 30, 2024			December 31, 2023
Land	$	970,455		$	970,455
Equipment		~~668~~699,~~847~~057			668,847
Autos and trucks		34,680			34,680
Construction in process		12,~~859~~442,~~948~~567			1,722,061
Land and building – rental property		256,387			256,387
Property and equipment, gross		256,387			256,387
Less: accumulated depreciation		(~~440~~459,~~290~~843	)		(423,230	)
Property and equipment, net	$	3,~~350~~943,~~027~~303		$	3,229,200

Depreciation expense for the ~~three~~six months ended ~~March~~June 3130, 2024, and 2023, was $1736,~~060~~613 and $1432,~~066~~924, respectively.

NOTE 5 – CONVERTIBLE NOTE PAYABLE AND NOTES PAYABLE

Convertible Note Payable

On April 1, 2018, the Company assumed a convertible promissory note in connection with the reverse acquisition. The Company received total funding of $106,092 as of December 31, 2018. The note had fees of $53,046 which were recorded as a discount to the convertible promissory note and are being amortized over the life of the loan using the effective interest method. The maturity of the note is March 5, 2023. On March 5, 2023, the note was extended to September 5, 2023. On March 5, 2024, the note was extended to January 1, 2025.

The note is convertible into common stock at a price of 35% of the lowest three trading prices during the ten days prior to conversion. As of ~~March~~June 3130, 2024 and December 31, 2023 the convertible debt was convertible into 46,~~969~~673,~~180~~ 712 and 9,290,560 common shares, respectively.

The note balance was $106,092 as of ~~March~~June 3130, 2024, and December 31, 2023.

Derivative liabilities

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

The following table presents information about the Company’s liabilities measured at fair value on a recurring basis and the Company’s estimated level within the fair value hierarchy of those assets and liabilities as of ~~March~~June 3130, 2024, and December 31, 2023:

							Fair value at
	Level 1		Level 2		Level 3		~~March~~June 3130, 2024
Liabilities:
Derivative liabilities	$	-	$	-	$	221,485	$	~~221~~229,~~485~~417

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

As of ~~March~~June 3130, 2024, and December 31, 2023, the derivative liability was calculated using the Black-Scholes method over the expected terms of the convertible debt and the following assumptions: volatility of ~~104~~106% and ~~110~~112%, exercise price of $0.~~0214~~0159 and $0.0114, and risk-free rate of 5.0309% and 4.79%, respectively. Included in change in fair value of derivative liabilities in the accompanying consolidated statements of operations is expense arising from the loss on change in fair value of the derivatives of $715,~~916~~848 and a derivatives gain of $5281,~~613~~367 during the ~~three~~six months ended ~~March~~June 3130, 2024, and 2023, respectively.

Fair value at December 31, 2023	$	213,569
Loss on change in fair value of derivative liabilities		715,~~916~~848
Fair value at March 31, 2024	$	221,485
Fair value at June 30, 2024	$	229,417

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~~ eighteen percent (18%) per annum or the maximum rate permitted under applicable law. Monthly payments of accrued and unpaid interest shall commence on ~~November~~ 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~~459, 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 ~~three~~six months ended ~~March~~June 3130, 2024, the Company capitalized $24,~~343~~685 of loan costs and $1830,~~106~~009 of interest related to this note. As of ~~March 31~~June 30, 2024, the loan balance was $1,~~229~~985,~~724~~653, net of $8078,~~604~~261 of debt discount. As of December 31, 2023, the loan balance was $1,230,275, net of $82,947 of debt discount.

On April 27, 2023, the Acquisition (as defined in Note 11 below) closed, and the Company issued the Note (as defined in Note 11 below) to the Seller’s principal, Robert Breese. The Company entered into a Pledge and Security Agreement with Mr. Breese (the “Security Agreement”), and the parties agreed that the Acquisition would be considered effective as of May 1, 2023. The Note does not bear interest except upon default, and it is payable in 24 equal consecutive monthly installments of $8,333 beginning May 1, 2023, with the final payment due on April 1, 2025. Pursuant to the Security Agreement, the Company’s payment obligations under the Note are secured by a security interest in the Assets granted to Mr. Breese. The Company recorded $56,363 of loan cost as a debt discount and will be amortized over the life of the note. During the ~~three~~six months ended ~~March~~June 3130, 2024, the Company amortized $714,~~016~~033 of debt discount related to this note. As of ~~March~~June 3130, 2024, the loan balance was $6943,~~775~~458, net of $3023,~~225~~208 of debt discount. As of December 31, 2023, the loan ~~balance~~ balance was $87,759, net of $37,241 of debt discount.

As of ~~March~~June 3130, 2024, the secured notes payable balance was $12,~~299~~029,~~499~~111, consisting of long term notes payable of $1,~~229~~985,~~724~~653 and current ~~portion~~ portion of notes payable of $6943,~~775~~458. As of December 31, 2023, the secured notes payable balance was $1,318,034, consisting of long term ~~notes~~ notes payable of $1,226,367 and current portion of notes payable of $91,667.

NOTE 6 – ACCRUED EXPENSES

The Company had total accrued expenses of $~~299~~238,~~712~~020 and $373,047 as of ~~March~~June 3130, 2024, and December 31, 2023, respectively. See breakdown ~~below~~ below of accrued expenses:

SCHEDULE OF ACCRUED EXPENSES

	March 31, 2024		December 31, 2023
	June 30, 2024		December 31, 2023
Credit cards payable	$	9721,~~600~~968	$	183,061
Accrued interest		95101,~~597~~813		95,597
Other accrued expenses		~~106~~114,~~515~~239		94,389
Total accrued expenses	$	~~299~~238,~~712~~020	$	373,047

NOTE 7 – RELATED PARTY TRANSACTIONS

The majority shareholder, director and officer, is the owner of M & M Real Estate, Inc. (“M & M”). M & M leases the Haltom City, Texas facility to the Company. The monthly lease payment, under a month-to-month lease, is currently $6,500. The Company incurred lease expense, including equipment rental expense of $2143,~~750~~500 to M & M for the ~~three~~six months ended ~~March~~June 3130, 2024, and 2023.

NOTE 8 – STOCKHOLDERS’ EQUITY

Our Articles of Incorporation authorize the issuance of 800,000,000 shares of common stock and 80,000,000 shares of preferred stock, $0.001 par value per share. There were 156,637,143 and 156,237,143 outstanding shares of common stock at ~~March~~June 3130, 2024, and December 31, 2023, respectively. There were 2,000,000 outstanding shares of preferred stock as of ~~March~~June 3130, 2024, and December 31, 2023, respectively. Each share of preferred stock has 100 votes per share and is convertible into 10 shares of common stock. The preferred stock pays dividends equal with common stock and has preferential liquidation rights to common stockholders.

On November 118, 2023, the Company entered into a capital market advisory agreement. During the ~~three~~six months ended ~~March~~June 3130, 2024, the Company issued 400,000 shares of common stock for services provided. The Company recognized $16,560 of expense related to this agreement.

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

NOTE 9 – CONCENTRATION OF CUSTOMERS

Concentration of Revenue

For the ~~three~~six months ended ~~March~~June 3130, 2024 and 2023, no customer made up over 10% of revenues.

Concentration of accounts receivable

Two customers accounted for 23% of accounts receivable as of March 31, 2024. One customer accounted for 10% of accounts receivable as of December 31, 2023.

Concentration of accounts receivable

One customers accounted for 12% of accounts receivable as of June 30, 2024. One customer accounted for 10% of accounts receivable as of December 31, 2023.

NOTE 10 – LEASE LIABILITY

Operating Leases

The Company leases office space. Leases with an initial term of 12 months or less are not recorded on the balance sheet. Leases with initial terms in excess of 12 months are recorded as operating or financing leases in our consolidated balance sheet. Lease expense is recognized on a straight-line basis over the term of the lease. For leases beginning in 2018 and later, the Company accounts for lease components separately from the non-lease components. Most leases include one or more options to renew. The exercise of the lease renewal options is at the sole discretion of the Company. The depreciable life of the assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise.

The Company leases approximately 18,000 square feet of space in Haltom City, Texas, pursuant to a month-to-month lease. This facility serves as our corporate headquarters, manufacturing facility and showroom. The lease is with M & M Real Estate, Inc. (“M & M”), a company owned solely by our majority shareholder and director of the Company.

On October 28, 2022, the Company entered into an operating lease that expires June 30, 2024. In June 2024, the Company extended the lease to December 31, 2024. The operating lease results in the recognition of ROU asset and lease liability on the balance sheet. ROU asset and operating lease liability are recognized based on the present value of lease payments over the lease terms of the commencement date. Because the leases do not provide an explicit or implicit rate of return, the Company determines incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments on an individual lease basis. The incremental borrowing rate for a lease is the rate of interest the Company would have to pay on a collateralized basis to borrow an amount equal to the lease payments for the asset under similar terms, which is 5.50%. The Company’s lease does not contain any material restrictive covenants. The lease has a remaining term of 0.2550 years.

The following table provides the maturities of lease liabilities at March 31, 2024:

SCHEDULE OF MATURITIES OF LEASE LIABILITIES

	Operating
	Lease
Maturity of Lease Liability at March 31, 2024
2024 (three months remaining)	$	8,268
Total future undiscounted lease payments	$	8,268
Less: Amounts representing interest		-
Present value of lease liabilities	$	8,268

NOTE 11 – ASSET ACQUISITION

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

SCHEDULE OF ASSETS ACQUISITION

			Average
	Fair Value		Estimated Life
Purchase Price:
Notes payable, net of discount	$	143,637
Total purchase consideration	$	143,637

Purchase Allocation:
Inventory	$	10,000	Less than 1 year
Fixed assets		133,637	3 years
Total purchase price allocation	$	143,637

NOTE 12 – SUBSEQUENT EVENTS

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

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

SPECIAL NOTE CONCERNING FORWARD-LOOKING STATEMENTS

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

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

Company Overview

On January 4, 2001, ADM Endeavors, Inc. (“ADM Endeavors,” “ADM,” “we,” “us,” “our” or the “Company”) was incorporated in North Dakota as “ADM Enterprises, Inc.” On May 9, 2006, the Company changed its name to “ADM Endeavors, Inc.” and its domicile to the State of Nevada. On July 1, 2008, the Company acquired all of the assets of ADM Enterprises, LLC (“ADM Enterprises”) in exchange for 10,000,000 newly issued shares of Company common stock. As a result, ADM Enterprises became a wholly owned subsidiary of the Company. ADM then provided installation services to grocery décor and design companies primarily in North Dakota.

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

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

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

For the Three Months Ended ~~March~~June 3130, 2024, and 2023

Revenues

Our revenue was $1,~~056~~222,~~138~~600 for the three months ended ~~March~~June 3130, 2024, compared to $~~640~~1,~~444~~291,250 for the three months ended ~~March~~June 3130, 2023, ~~resulting~~ resulting in ana ~~increase~~decrease of $~~415~~68,~~694~~650, or 655%, between the periods. The ~~increase~~decrease in revenue is primarily due to ~~increased~~a ~~sales~~decrease ~~from~~in ~~newly~~Q2 printing ~~acquired~~revenue. ~~government~~Historically, ~~contracts~~annual orders placed in Q2 were placed at the end of Q1 this year.

Operating Expenses

Direct costs of revenues were $~~721~~800,~~227~~215 and $~~507~~806,~~200~~398 for the three months ended ~~March~~June 3130, 2024, and 2023, respectively, resulting in ana ~~increase~~decrease of $~~214~~6,~~027~~183, or 421%, between the periods. The ~~increase~~decrease in direct costs was a ~~direct~~ result of ~~the~~decreased ~~increased~~ sales ~~from~~for ~~newly~~the ~~acquired~~most ~~government~~recent ~~contracts~~period as compared ~~and~~to the ~~acquisition~~comparative ofperiod ~~Innovative~~during ~~Impressions~~the inprior ~~April 2023~~year. The gross margin ~~increased~~decreased from 2138% during the three months ended ~~March 31~~June 30, 2023, to 32 35% during the three months ended ~~March~~June 3130, 2024.

General and administrative expenses were $~~386~~411,~~032~~537 for the three months ended ~~March~~June 3130, 2024, compared to $~~275~~389,~~103~~546 for the same period in 2023. The increase in 2024 general and administrative expenses of approximately 406% was primarily due to additional expenses related to the second quarter 2023 acquisition from ~~Innovative~~recently ~~Impressions~~acquired brands and the additional resources needed to service newly acquired ~~government~~ government contracts.

Marketing and selling expenses were $89,~~042~~284 for the three months ended ~~March~~June 3130, 2024, compared to $128,~~454~~053 for the same period in 2023. The ~~decrease~~increase in 2024 marketing and selling expenses ofis ~~approximately~~primarily ~~35%~~due ~~decreased~~to ~~traditional~~our investment in web marketing. ~~methods~~We ~~needed~~are pivoting to ~~acquire~~a ~~new~~stronger ~~government~~online presence, ~~contracts.~~as we feel it beneficial to invest in future web development and online sales.

Net loss was $6413,~~136~~299 for the three months ended ~~March~~June 3130, 2024, compared to net income of $~~110~~117,~~597~~548 for the three months ended ~~March~~June 3130, 2023, for the reasons stated above.

For the Six Months Ended June 30, 2024, and 2023

Revenues

Our revenue was $2,278,738 for the three months ended June 30, 2024, compared to $1,931,694 for the six months ended June 30, 2023, resulting in an increase of $347,044, or 18%, between the periods. The increase in revenue is primarily due to increased sales from recently acquired brands, and increased school uniform sales.

Operating Expenses

Direct costs of revenues were $1,521,442 and $1,313,598 for the six months ended June 30, 2024, and 2023, respectively, resulting in an increase of $207,844, or 16%, between the periods. The increase in direct costs was a direct result of the increased sales for the most recent six-month period as compared to the comparative period during the prior year. The gross margin increased from 32% during the six months ended June 30, 2023, to 33% during the three months ended June 30, 2024.

General and administrative expenses were $797,569 for the six months ended June 30, 2024, compared to $664,649 for the same period in 2023. The increase in 2024 general and administrative expenses of approximately 20% was primarily due to additional expenses related to the second quarter 2023 acquisition from recently acquired brands and the additional resources needed to service newly acquired government contracts.

Marketing and selling expenses were $17,326 for the six months ended June 30, 2024, compared to $20,507 for the same period in 2023. The decrease in 2024 marketing and selling expenses of approximately 16% was due decreased traditional marketing methods needed to acquire new government contracts.

Net loss was $77,435 for the six months ended June 30, 2024, compared to net income of $6,951 for the six months ended June 30, 2023, for the reasons stated above.

Liquidity and Capital Resources

Liquidity and Capital Resources during the ~~three~~six months ended ~~March~~June 3130, 2024, compared to the ~~three~~six months ended ~~March~~June 3130, 2023

We had cash ~~provided~~used byin operations of $39123,~~991~~547 for the ~~three~~six months ended ~~March~~June 3130, 2024, compared to cash provided by operations of $~~166~~99,~~500 for~~323 for the ~~three~~six months ended ~~March~~June 3130, 2023. The decrease in positive cash flow from operating activities for the ~~three~~six months ended ~~March 31~~June 30, 2024, was primarily attributable to aincurring ~~change~~net inlosses ~~net~~during ~~loss~~the most recent period as compared to the prior comparative period, and ~~inventory~~changes to operating assets and liabilities.

We had cash used in investing activities of $~~135~~746,~~544~~030 for the ~~three~~six months ended ~~March~~June 3130, 2024, and $~~131~~171,~~414~~566 for the ~~three~~six months ended ~~March~~ 31June 30, 2023. The change in cash flow from investing activities for the ~~three~~six months ended ~~March~~June 3130, 2023, was attributable to an increase in in the purchase of property and equipment in 2024.

We had cash used in financing activities of $27692,~~894~~359 for the ~~three~~six months ended ~~March~~June 3130, 2024, compared to cash provided by financing activities of $50144,~~566~~152 for the same period in 2023. Cash used in financing activities consisted of ~~repayments~~proceeds from notes payable offset by repayments on notes payable.

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

Critical Accounting Policies

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

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

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

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

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 ~~March~~June 3130, 2024, have been evaluated, and, based upon this evaluation, the Company’s Chief Executive Officer has concluded ~~that~~ 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 ~~March~~June 3130, 2024.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

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

ITEM 1A. RISK FACTORS.

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

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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not Applicable.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS

Exhibit Number		Description

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

101.INS (2)		Inline XBRL Taxonomy Extension Instance Document
101.SCH (2)		Inline XBRL Taxonomy Extension Schema Document
101.CAL (2)		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF (2)		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB (2)		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE (2)		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 (2)		Cover Page Interactive Data file

(1) Filed herewith.

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

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: May 20, 2024		/s/ Marc Johnson
Dated: August 14, 2024		/s/ Marc Johnson
	By:	Marc Johnson
	Its:	Chief Executive Officer
Dated: May 20, 2024		/s/ Alex Archer
Dated: August 14, 2024		/s/ Alex Archer
	By:	Alex Archer
	Its:	Chief Financial Officer

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