UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the Fiscal year ended December 31, ~~2024~~2025

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to __________

Commission File No. 000-56047

ADM ENDEAVORS, INC.

(Exact name of registrant as specified in its charter)

Nevada		45-0459323
(State or Other Jurisdiction of		(I.R.S. Employer
Incorporation or Organization)		Identification No.)

5941 Posey Lane, Haltom City, TX		76117
(Address of Principal Executive Offices)		(Zip Code)

(817) 840-6271

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

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

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

Common Stock

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 and posted 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 and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

The ~~aggregate~~ aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of June 30, ~~2024~~2025, was $54,~~215~~661,~~491~~615. ~~Shares~~ Shares of the registrant’s common stock held by each executive officer and director and by each person who beneficially owns 10 ~~percent~~ percent or more of the registrant’s outstanding common stock have been excluded in that such persons may be deemed to be “affiliates” of the registrant for purposes of the above calculation. This determination of affiliate status is not a conclusive determination for other purposes.

As of March 31, ~~2025~~2026, the registrant had ~~156~~158,~~637~~520,~~143~~409 shares of its common stock issued and outstanding.

TABLE OF CONTENTS

		Page
	PART I
Item 1.	Business	34
Item 1A.	Risk Factors	57
Item 1B.	Unresolved Staff Comments	57
Item 1C.	Cybersecurity.	57
Item 2.	Properties	67
Item 3.	Legal Proceedings	68
Item 4.	Mine Safety Disclosures	68
	PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	69
Item 6.	Selected Financial Data	811
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	911
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	1114
Item 8.	Financial Statements and Supplementary Data	1215
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	2932
Item 9A.	Controls and Procedures	2933
Item 9B.	Other Information	3034
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	34
	PART III
Item 10.	Directors, Executive Officers and Corporate Governance	3035
Item 11.	Executive Compensation	3237
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	3438
Item 13.	Certain Relationships and Related Transactions, and Director Independence	3540
Item 14.	Principal Accounting Fees and Services	3540
	PART IV
Item 15.	Exhibits, Financial Statement Schedules	3641

Forward-Looking Information

This Annual Report of ADM Endeavors, Inc. on Form 10-K contains forward-looking statements within the meaning of Rule 175 of the Securities Act of 1933, as amended, and Rule 3b-6 of the Securities Act of 1934, as amended, that involve substantial risks and uncertainties. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about our industry, our beliefs and our assumptions. Words such as “anticipate,” “expects,” “intends,” “plans,” “believes,” “seeks” and “estimates” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this Form 10-K. Investors should carefully consider all of such risks before making an investment decision with respect to the Company’s stock. The following discussion and analysis should be read in conjunction with our financial statements for ADM Endeavors, Inc. Such discussion represents only

PART I

ITEM 1. BUSINESS

The Company

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~~stockholder, 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~~stockholder 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, and since that time, the Company has exclusively focused on its Just Right Products operations.

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~~additional ~~“Acquisition”)~~ embroidery equipment, inventory, and related assets ~~from the Seller~~.

Since that time, the Company has exclusively focused on its Just Right Productions operations.

Current Business Operations

~~Just~~Since 2010, Just Right Products has operated a diverse vertical integrated business, which consists of a retail sales division, screen print promotions, embroidery production, digital production, import wholesale sourcing, and uniforms. All of these divisions are promoted and supported by SEO (Search Engine Optimization)/Web in-house department.

~~Since~~The ~~2010,~~Retail ~~Just~~Sales ~~Right~~Division ~~Products~~focuses ~~has~~on ~~operated~~any product with a ~~diverse~~logo. ~~vertical~~It ~~integrated~~sells ~~business,~~a ~~which~~very ~~consists~~wide range of products from business cards to coffee cups. Its motto is “We sell anything with a ~~retail~~logo.” Just Right Products’ salespeople excel at sales ~~division,~~because ~~screen~~they ~~print~~are ~~promotions,~~selling ~~embroidery~~the ~~production,~~items ~~digital~~people ~~production,~~like ~~import~~to ~~wholesale~~buy. ~~sourcing,~~Our sales consist of sales made by in-house hourly employees and ~~uniforms~~commissioned-based employees. In-house ~~All~~accounts ofare ~~these~~more ~~divisions~~profitable ~~are~~for ~~promoted~~Just ~~and~~Right Products than commissioned sales. Based on profitability reasons, Just Right ~~supported~~Products byhas focused its resources on SEO ~~(Search~~and ~~Engine~~Website ~~Optimization)~~to ~~/Web~~develop more in-house ~~department~~customers. COVID forced us to look at our customer base, and as a result, we added a government specific division headed by Bruce Boyce. This segment has seen significant growth. We currently have under contract Dallas County, Tarrant County, Johnson County and 12 cities. These contacts are employee uniforms and some promotional items.

The Retail Sales Division focuses on any product with a logo. It sells a very wide range of products from business cards to coffee cups. Its motto is “We sell anything with a logo.” Just Right Products’ salespeople excel at sales because they are selling the items people like to buy. Our sales consist of sales made by in-house hourly employees and commissioned-based employees. In-house accounts are more profitable for Just Right Products than commissioned sales. Based on profitability reasons, Just Right Products has focused its resources on SEO and Website to develop more in-house customers. COVID forced us to look at our customer base, as a result we added a government specific division headed by Bruce Boyce. This segment has seen significant growth. We currently have under contract Dallas County, Tarrant County, Johnson County and 12 cities. These contacts are employee uniforms and some promotional items.

The Screen Printing Department utilizes its five screen printing machines to print garments and other fabric items. The department can produce over 8,000 units per day. There are two types of orders, as follows: 1) Retail – where printing is done on purchased products, and 2) Contract printing – performed on wholesale customer provided products. Retail sales printing is more profitable whereas contract printing is less profitable but is beneficial at maximizing production capacity. Just Right Products is currently operating at approximately 60% of capacity with its current equipment therefore, growth without additional equipment is feasible.

The Embroidery department has 51 heads of embroidery capacity. It is the same type of production as screen printing, as stated above, in regard to retail and contract embroidery. The Embroidery Department is operating at approximately 40% of capacity with its current equipment therefore, growth without additional equipment is feasible.

The Digital Department also operates in the same manner as Screen Printing and Embroidery and is operating at approximately 50% of capacity based on its current equipment with significant growth potential.

All production departments have more equipment exceeding the workload of the employees’ potential. This gives Just Right Products the ability for expansion in revenue with the hiring of additional employees, and/or having the luxury of having backup equipment eliminating down time and the ability to handle large jobs with the help of part-time employees. The additional equipment is also part of an expansion plan.

The Import Department sources products for retail and wholesale customers. We shifted some import operations from China to Pakistan. We also have fluent Arabic, Spanish, and Hindi speakers. We are also looking at India as a possible source to replace China sourced products. The Import Division is a significant asset as it allows the Company to meet customers’ demands with flexible delivery times.

The Uniform Division sells uniforms to businesses, schools and municipalities. Our advantages over our competition are in-house production and international sourcing and the ability to process the seasonal demands of the uniform business. This division is able to draw labor from other departments during peak demands thereby reducing the labor expense traditionally required to facilitate this type of seasonal business.

The Company has selected DAC Construction of Red Oak, Texas, to build our new corporate headquarters. Danny Christensen and his team have already started the building process. Eyncon Engineering has completed drilling to conduct soil samples. The drilling consisted of four boring holes at 25 ft, and four at 20 ft and three at 6 ft. This drilling is needed to evaluate the soil and substructure before we can pour the foundation, parking and roads. Grading has been completed, and subsequent to year end but as of the date of this 10K, the Company has acquired the permits to allow construction to begin. The planned facility will be 80,000 to 100,000 square feet. Funding has been secured from CapTex bank.

Our company currently outsources signs and banners. We hope to acquire a sign shop allowing us to bring production in house and increase margins and customer base.

~~The new~~In ~~facility~~2025, ~~should~~we ~~allow~~completed usconstruction toof ~~add~~our anew ~~fulfilment~~corporate ~~center~~headquarters, ~~that~~which ~~will~~is ~~enhance~~a ~~service~~100,000 tosquare ~~existing~~foot ~~customers~~facility ~~and~~located ~~attract~~at ~~larger~~1800 ~~customers~~E. Loop ~~that~~820, ~~require~~Ft. ~~fulfillment~~Worth, Texas. We ~~should~~have ~~also~~started bemoving ~~able~~inventory and equipment to ~~enhance~~the ~~our~~new ~~current~~facility, ~~online~~and ~~retail~~we ~~store~~hope ~~and~~to ~~have~~start operating out of the ~~ability~~new facility toby ~~increase~~the ~~our~~end ~~inventory capacity~~of ~~for~~the ~~existing~~first ~~programs~~quarter of 2026.

Our new facility should allow us to add a fulfilment center that will enhance service to existing customers and attract larger customers that require fulfillment. We should also be able to enhance our current online retail store and have the ability to increase our inventory capacity for existing programs.

The Company believes the SEO/Web department is one of the keys to future growth. The Company has seen that customers tend to go online as their first source when our products are needed. Due to this trend, the Company is focusing approximately 80% of its advertising budget to maintain and grow the Company’s online presence.

The school uniform industry is undergoing a great deal of uncertainty due to tariffs and related international trade policies. As a result, ~~Company~~many ~~reports~~of ~~its~~the ~~businesses~~major ~~under~~vendors in the ~~following~~school ~~SIC~~uniform ~~Code:~~distribution ~~7319,~~business ~~Advertising~~have or are in the process of shutting down their school uniform business. The majority of uniforms we usually purchase from these vendors are now being discounted between 50-~~Promotional~~70% off the prices we usually pay. We have been diligent in capitalizing on all discounts and savings when available. While we have been able to purchase in advance a great deal of inventory, we also have sourced our own school uniforms, allowing us to produce our own branded school uniforms moving forward.

Competition

Just Right Products, Inc.

According to Promotional Products Association International (“PPAI”), in the past five years the United States promotional products industry expanded greatly, with annual revenues of over $23 billion and growth of over 3% per year, the industry employs over 250,000 people in over 26,000 businesses. Similar to other advertising industries over the period, the growing economy fostered healthy consumer spending, so businesses respond by increasing expenditures on advertisements to capture the attention of shoppers and downstream clients. In addition, an increase in the total number of US businesses added to the industry’s potential pool of clientele, as new companies often use promotional products to endorse their business, product or service. Over the next five years, we anticipate continued growth in corporate profit and total advertising expenditure will boost industry demand, compelling companies to spend more on promotional products.

Every single consumer for every single product is a potential recipient of branded promotional products. Countless thousands of promotional products have a far greater reaching impact than most people might think, considering the following facts: (source: PPAI)

●	83% of customers say they enjoy receiving a promotional product with an advertising message;
●	After receiving a promotional product, 85% of customers say they do business with the company;
●	58% of customers keep a promotional product for up to four years;
●	89% of customers can recall the advertiser on a promotional product they received in the past two years; and
●	A promotional product increases the effectiveness of other media by 44%.

Compliance with Government Regulation

We believe that we are and will continue to be in compliance in all material respects with applicable statutes and the regulations passed in the United States. There are no current orders or directions relating to our company with respect to the foregoing laws and regulations.

Environmental Regulations

We do not believe that we are or will become subject to any environmental laws or regulations of the United States. While our products and business activities do not currently violate any laws, any regulatory changes that impose additional restrictions or requirements on us or on our products or potential customers could adversely affect us by increasing our operating costs or decreasing demand for our products or services, which could have a material adverse effect on our results of operations.

Bankruptcy or Similar Proceedings

There has been no bankruptcy, receivership or similar proceeding pertaining to the Company.

Reorganizations, Purchase or Sale of Assets

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

There have been no other material reclassifications, mergers, consolidations, purchases or sales of a significant amount of assets not done in the ordinary course of business pertaining to the Company.

Patents, Trademarks, Franchises, Concessions, Royalty Agreements, or Labor Contracts

The Company claims no ownership of any patent or trademark, nor is it bound by any outstanding royalty agreements related thereto.

Employees

We currently have 36 full-time employees, and 3 part-time employees. We plan to hire additional employees as needed as the Company grows.

Legal Proceedings

We know of no existing or pending legal proceedings against us other than as disclosed below, nor are we involved as a plaintiff in any proceeding or pending litigation. There are no proceedings in which any of our directors, officers or any of their respective affiliates, or any beneficial stockholder, is an adverse party or has a material interest adverse to our interest.

Company Information

The public may read and copy any materials that we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of that site is www.sec.gov.

ITEM 1A. RISK FACTORS

As a smaller reporting company, we are not required to provide the information required by this item.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 1C. CYBERSECURITY

Our board of directors and senior management recognize the critical importance of maintaining the trust and confidence of our clients, business partners and employees. Our management, led by our Chief Executive Officer and Chief Financial Officer, are actively involved in oversight of our risk management efforts, and cybersecurity represents an important component of the Company’s overall approach to enterprise risk management (“ERM”). Our cybersecurity processes and practices are fully integrated into the Company’s ERM efforts. In general, we seek to address cybersecurity risks through a cross-functional approach that is focused on preserving the confidentiality, security and availability of the information that we collect and store by identifying, preventing and mitigating cybersecurity threats and effectively responding to cybersecurity incidents when they occur. ~~In addition, we regularly review cybersecurity trends and, partially as a result of our prior cybersecurity exposure, have moved some of our internal servers to off-site locations.~~

Risk Management and Strategy

As one of the critical elements of our overall ERM approach, our cybersecurity efforts are focused on the following key areas:

	●	Governance: Management oversees cybersecurity risk mitigation and reports to the board of directors any cybersecurity incidents.

	●	Collaborative Approach: We have implemented a cross-functional approach to identifying, preventing and mitigating cybersecurity threats and incidents, while also implementing controls and procedures that provide for the prompt escalation of certain cybersecurity incidents so that decisions regarding the public disclosure and reporting of such incidents can be made by management in a timely manner.

	●	Technical Safeguards: We deploy technical safeguards that are designed to protect our information systems from cybersecurity threats, including firewalls, intrusion prevention and detection systems, anti-malware functionality and access controls, which are evaluated and improved through vulnerability assessments and cybersecurity threat intelligence.

Third parties also play a role in our cybersecurity. We engage third-party service providers to conduct evaluations of our security controls, independent audits or consulting on best practices to address new challenges.

While we have experienced cybersecurity threats in the past in the normal course of business and expect to continue to experience such threats from time to time, to date, none have had a material adverse effect on our business, financial condition, results of operations or cash flows. Even with the approach we take to cybersecurity, we may not be successful in preventing or mitigating a cybersecurity incident that could have a material adverse effect on us.

ITEM 2. PROPERTIES

Description of Property

The Company currently maintains its corporate office at 5941 Posey Lane, Haltom City, Texas 76117. Our telephone number is (817) 840-6271. The Company’s operation has approximately 22,000 square feet in area and is leased at a cost of approximately $6,500 per month. The lease, which is on a month-to-month basis, is with a company owned by an officer and director of the Company.

In addition, the Company owns approximately 15.3 acres located at 1900 E. Loop 820, Fort Worth, Texas, on which it is currently constructing a new approximately 100,000 sq. ft headquarters on 5 acres. An appraisal in October 2024 valued the new facility at approximately $13 million, with an additional $3.7 million for the adjacent 10 acres of vacant land.

ITEM 3. LEGAL PROCEEDINGS

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 this filing, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of our operations.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELAED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

There is no “established trading market” for shares of the Company’s common stock. As of the date hereof, the Company’s common stock was quoted on the OTC Link ATS (alternative trading system) operated by OTC Markets Group Inc. under the symbol “ADMQ.” No assurance can be given that any “established trading market” for the Company’s common stock will develop or be maintained.

The range of high and low closing bid quotations for the Company’s common stock during each quarter of the calendar years ended December 31, ~~2024~~2025, and ~~2023~~2024, is shown below, as quoted by www.otcmarkets.com. Prices are inter-dealer quotations, without retail mark-up, markdown or commissions and may not represent actual transactions.

Stock Quotations

Quarter Ended	High		Low
March 31, 2023		0.05		0.04
June 30, 2023		0.05		0.03
September 30, 2023		0.04		0.03
December 31, 2023		0.04		0.03
March 31, 2024		0.06		0.03
June 30, 2024		0.07		0.04
September 30, 2024		0.06		0.05
December 31, 2024		0.06		0.04
March 31, 2025		0.05		0.04
June 30, 2025		0.05		0.03
September 30, 2025		0.05		0.04
December 31, 2025		0.05		0.04

The future sale of the Company’s common stock by members of management and/or persons who own more than five percent of the Company’s outstanding voting securities may have an adverse effect on any “established trading market” that may develop in the shares of the Company’s common stock.

Holders

As of December 31, ~~2024~~2025, there were ~~156~~158,~~637~~520,~~143~~409 shares of common stock issued, issuable, and outstanding, held by 54 stockholders of record. The number of stockholders of record does not include beneficial owners of our common stock, whose shares are held in the names of various dealers, clearing agencies, banks, brokers and other fiduciaries.

Dividend Policy

We have not declared or paid dividends on our common stock since our formation, and we do not anticipate paying dividends in the foreseeable future. The declaration or payment of dividends, if any, in the future, will be at the discretion of our Board of Directors and will depend on our then-current financial condition, results of operations, capital requirements, and other factors deemed relevant by the Board of Directors. There are no contractual restrictions on our ability to declare or pay dividends.

Equity Compensation Plans

The Company does not sponsor any compensation plan under which equity securities are authorized for issuance.

Penny Stock

Our common stock is considered “penny stock” under the rules the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934. The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ Stock Market System, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or quotation system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the Commission, that:

●	contains a description of the nature and level of risks in the market for penny stocks in both public offerings and secondary trading;
●	contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of Securities’ laws; contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price;
●	contains a toll-free telephone number for inquiries on disciplinary actions;
●	defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and
●	contains such other information and is in such form, including language, type, size and format, as the Commission shall require by rule or regulation.

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with:

●	bid and offer quotations for the penny stock;
●	the compensation of the broker-dealer and its salesperson in the transaction;
●	the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the marker for such stock; and
●	monthly account statements showing the market value of each penny stock held in the customer’s account.

In addition, the penny stock rules that require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgement of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitably statement.

These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock.

Recent Sales of Unregistered Securities and Use of Proceeds

~~During~~ On or about December 23, 2025, the ~~three~~Company ~~months~~issued ~~ended~~1,156,738 shares of common stock to GHS upon entering into the Financing Agreement with GHS on or about December 3119, ~~2024~~2025, wewhich ~~did~~shares ~~not~~were ~~issue~~immediately ~~any~~due ~~shares~~to GHS as a commitment fee under the Financing Agreement.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

Common and Preferred Shares Authorized

The Company was incorporated on January 4, 2001, at which time the Company authorized 300,000,000 shares of common stock with $0.001 par value and 30,000,000 shares of preferred stock with $0.001 par value.

In May 2013, the Company amended its Articles of Incorporation to provide for an increase in its authorized share capital. The authorized common stock increased to 800,000,000 shares at a par value of $0.001 per share and preferred stock increased to 80,000,000 shares at a par value of $0.001 per share.

On June 5, 2013, the Company designated 80,000,000 preferred shares as Series A Convertible Preferred Stock (“Series A Preferred Stock”) which has the voting power equal to 100 common shares per each share of preferred stock. Each share of Series A Preferred Stock is convertible into 10 common shares at any time by the holder. As of December 31, 2024, there are 2,000,000 shares of Series A Preferred Stock outstanding, and no other shares of preferred stock outstanding.

ITEM 6. SELECTED FINANCIAL DATA

Not applicable.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

Forward Looking Statements

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Rule 175 of the Securities Act of 1933, as amended, and Rule 3b-6 of the Securities Act of 1934, as amended, that involve substantial risks and uncertainties. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about our industry, our beliefs and our assumptions. Words such as “anticipate,” “expects,” “intends,” “plans,” “believes,” “seeks” and “estimates” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this Form 10-K. Investors should carefully consider all of such risks before making an investment decision with respect to the Company’s stock. The following discussion and analysis should be read in conjunction with our financial statements and summary of selected financial data for ADM Endeavors, Inc. Such discussion represents only the best present assessment from our Management.

Current Operations

The Company operates a diverse vertical integrated business, which consists of a retail sales division, focusing on screen print promotions, embroidery production, digital production, import wholesale sourcing, and uniforms.

COMPARISON OF THE YEAR ENDED DECEMBER 31, ~~2024~~2025 TO THE YEAR ENDED DECEMBER 31, ~~2023~~2024

Results of Operations

Revenue

For the year ended December 31, ~~2024~~2025, the Company had revenues of $5,~~760~~624,~~459~~053 compared to $5,~~188~~760,~~930~~459 for the same period in ~~2023~~2024 from continuing operations. The ~~increase~~decrease in revenue of $~~571~~136,~~529~~406, or 112%, is primarily due to issmaller ~~primarily~~order ~~due to the growth in our government entity segment~~sizes.

Cost of Revenues

The cost of revenues for the year ended December 31, ~~2024~~2025 was $3,~~774~~735,~~571~~097 compared to $3,~~682~~744,~~308~~571 for the same period in ~~2023~~2024. Cost of revenues for ~~2024~~2025 was 6566% of revenue compared to 7165% of revenue for ~~2023~~2024. The primary cause of the increase as a percentage of revenue was a direct result of ~~increased~~the ~~2024~~slight decrease in 2025 sales.

Operating Expenses

The general and administrative expenses were $1,~~587~~605,~~028~~941 for the year ended December 31, ~~2024~~2025 compared to $1,~~377~~587,~~703~~028 for the same period in ~~2023~~in 2024. The increase in ~~2023 in~~ general and administrative expenses was approximately ~~15.2~~1% primarily due to ~~due~~additional hours worked due to ~~increased~~oversight ~~2024~~of ~~sales revenue~~new building.

The marketing and selling expenses were $37,~~208~~882 for the year ended December 31, ~~2024~~2025 compared to $37,~~035~~208 for the same period in ~~2023~~2024.

Net Income

The net income for the year ended December 31, ~~2024~~2025 was $~~324~~486,~~311~~259 compared to $~~137~~324,~~468~~311 for the same period in ~~2023~~2024.

Liquidity and Capital Resources

General

At December 31, ~~2024~~2025, we had cash of $~~412~~358,~~449~~955. We have historically met our cash needs through a combination of cash flows from operating activities and proceeds from loans and financing by our officers and directors. Our cash requirements are generally for selling, general and administrative activities. We believe that our cashflow from operations and cash balance is sufficient to finance our cash requirements for expected operational activities, capital improvements, and repayment of debt through the next 12 months.

Our cash provided by operating activities of $~~284~~381,~~256~~136 for the year ended December 31, ~~2024~~2025, compared to $~~316~~284,~~116~~256 during the same period in ~~2023~~2024. For the year ended December 31, ~~2024~~2025, net cash provided by operating activities of $~~284~~381,~~257~~136 consisted of net income of $~~324~~486,~~311~~259, ~~plus~~less $~~151~~165,~~588~~090 of non-cash items, consisting primarily of stock compensation of $1610,~~560~~792, depreciation and amortization of $74103,~~085~~213, bad debt expense of $142,~~927~~182 and amortization of debt discount of $289,~~220~~021, plus changes in operating assets and other operating activities of of $~~191~~59,~~642~~968. For the year ended December 31, ~~2023~~2024, net cash provided by operating activities of $~~316~~284,~~116~~256 consisted of net income of $~~137~~324,~~468~~311, plus $~~156~~151,~~530~~587 of non-cash items, consisting primarily of stock compensation of $~~131~~16,~~888~~560, depreciation and amortization of $6674,~~363~~085, ~~amortization~~bad ofdebt ~~right~~expense of ~~use assets – operating lease of~~ $3314,~~682~~927 and ~~change~~amortization inof ~~derivative~~debt ~~liability~~discount of $9428,~~404~~220, plus changes in operating assets and other operating activities of $22191,~~118~~642.

Cash used in investing activities during the year ended December 31, ~~2024~~2025, was $2,~~295~~845,~~639~~906 compared to $~~317~~2,~~369~~295,639 during the same period in ~~2023.~~ 2024. For the year ended December 31, ~~2024~~2025, net cash used in investing activities consisted of $23,~~295~~565,~~639~~298 for the purchase of property ~~and~~ and equipment which was offset by $374,930 for proceeds from insurance and $344,462 for proceeds from the sale of property. For the year ended December 31, ~~2023~~2024, net cash used in investing activities consisted of $~~317~~2,~~769~~295,639 for the purchase of property and equipment.

9Cash provided by financing activities was $2,411,276 for the year ended December 31, 2025, compared to cash used in financing activities of $2,122,421 during the comparable period in 2024. For the year ended December 31, 2025, net cash provided by financing activities consisted of proceeds from notes payable of $2,499,804 and repayments of notes payable of $88,528. For the year ended December 31, 2024, net cash provided by financing activities consisted of proceeds from notes payable of $2,237,531 and repayments of notes payable of $115,110.

Cash provided by financing activities was $2,122,421 for the year ended December 31, 2024, compared to cash used in financing activities of $68,429 during the comparable period in 2023. For the year ended December 31, 2024, net cash provided by financing activities consisted of proceeds from notes payable of $2,237,531 and repayments of notes payable of $115,110. For the year ended December 31, 2023, net cash provided by financing activities consisted of proceeds from notes payable of $147,279 and repayments of notes payable of $78,850.12

As of December 31, ~~2024~~2025, the Company had a working capital of $~~385~~127,~~087~~740, of which $~~214~~251,~~382~~792 of current liabilities was related to derivative liabilities. As of December 31, ~~2023~~2024, the Company had a working capital of $43385,~~375~~087, of which $~~213~~214,~~569~~382 of current liabilities was related to derivative liabilities.

	For the years ended
	December 31,
	2024			2023
	2025			2024
Cash provided by operating activities	$	~~284~~381,~~256~~136		$	~~316~~284,~~116~~256
Cash used in investing activities		(2,~~295~~845,~~639~~906	)		(~~317~~2,~~369~~295,639	)
Cash provided by financing activities		2,~~122~~411,~~421~~276			682,~~429~~122,421
Net changes to cash	$	~~111~~(53,~~038~~494	)	$	67111,~~176~~038

Off Balance Sheet Arrangements

The Company currently has no off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Critical Accounting Policies and Estimates

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make 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 and the reported amounts of revenues and expenses during the reporting period. Accordingly, actual results could differ from those estimates. Such estimates include management’s assessments of the carrying value of certain assets, useful lives of assets, and related depreciation and amortization methods applied, and the fair value of the common stock used in stock-based compensation and derivative valuations.

Fair Value of Financial Instruments and Fair Value Measurements

The Company measures their financial assets and liabilities in accordance with generally accepted accounting principles. For certain of our financial instruments, including cash, accounts payable, accrued expenses escrow liability and short-term loans the carrying amounts approximate fair value due to their short maturities.

We have adopted accounting guidance for financial and non-financial assets and liabilities. The adoption did not have a material impact on our results of operations, financial position or liquidity. 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.

Revenue Recognition

The Company accounts for its revenue recognition under Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers. Under this standard, the Company recognizes revenue when a customer obtains control of promised services or goods in an amount that reflects the consideration to which the Company expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer contracts.

In general, the Company applies the following steps when recognizing revenue from contracts with customers: (i) identify the contract, (ii) identify the performance obligations, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations and (v) recognize revenue when a performance obligation is satisfied.

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

Stock-Based Compensation

The Company accounts for stock-based instruments issued to employees in accordance with ASC Topic 718. ASC Topic 718 requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees. The Company accounts for non-employee share-based awards in accordance with ASC Topic 505-50. The value of the portion of an award that is ultimately expected to vest is recognized as an expense over the requisite service periods using the straight-line attribution method. The Company estimates the fair value of each stock option at the grant date by using the Black-Scholes option-pricing model. The Company estimates the fair value of each stock option at the grant date by using the Black-Scholes option-pricing model.

Recently Issued Accounting Pronouncements

We have decided to take advantage of the exemptions provided to emerging growth companies under the JOBS Act and as a result our financial statements may not be comparable to companies that comply with public company effective dates. We may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, delay compliance with new or revised accounting standards that have different effective dates for public and private companies until they are made applicable to private companies.

Company management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.

We are susceptible to general economic conditions, natural catastrophic events and public health crises, and a potential downturn in advertising and marketing spending by advertisers could adversely affect our operating results in the near future.

Our business is subject to the impact of natural catastrophic events, such as earthquakes, or floods, public health crisis, such as disease outbreaks, epidemics, or pandemics, and all these could result in a decrease or sharp downturn of economies, including our markets and business locations in the current and future periods. The outbreak of the coronavirus (COVID-19) resulted in increased travel restrictions, and shutdown of businesses, which ~~may~~adversely ~~cause~~affected demand ~~slower~~for ~~recovery~~our ofproducts. In the ~~economy.~~future, Wewe may experience ~~impact~~adverse impacts from quarantines, market downturns and changes in customer behavior ~~related to pandemic fears and impact on our workforce if the virus continues to spread. In addition,~~ ~~one or more of our customers, partners, service providers or suppliers may experience financial distress, delayed or defaults on payment, file~~ for ~~bankruptcy~~similar ~~protection,~~health ~~sharp diminishing of business,~~ or suffer disruptions in their business due to the outbreak. The extent to which the coronavirus impacts our results will depend on future developments and reactions throughout the world, which are highly uncertain and will include emerging information concerning the severity of the coronavirus and the actions taken by governments and private businesses to attempt to contain the coronavirus. It is likely to result in a potential material adverse impact on our business, results of operations and financial condition. Wider-spread COVID-19 globally could prolong the deterioration in economic ~~conditions and could cause decreases in or delays in advertising spending and reduce and/or negatively impact our short-term ability to grow our revenues~~crises. Any decreased collectability of accounts receivable, bankruptcy of small and medium businesses, or early termination of agreements due to deterioration in economic conditions could negatively impact our results of operations.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As the Company is a “smaller reporting company,” this item is inapplicable.

1114

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements required by Item 8 are presented in the following order:

TABLE OF CONTENTS

		Page
Report of Independent Registered Public Accounting Firm (PCAOB ID: #7000)		1316
Report of Independent Registered Public Accounting Firm (PCAOB ID: #2738)		14
Consolidated Balance Sheets at December 31, 2025 and 2024		17
Consolidated Balance Sheets at December 31, 2024 and 2023		15
Consolidated Statements of Operations for years ended December 31, 2025 and 2024		18
Consolidated Statements of Operations for years ended December 31, 2024 and 2023		16
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2025 and 2024		19
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2024 and 2023		17
Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024		20
Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023		18
Notes to the Consolidated Financial Statements		21
Notes to the Consolidated Financial Statements		19

1215

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and ~~Shareholders~~Stockholders of

ADM Endeavors, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of ADM Endeavors, Inc. and its subsidiaries (collectively, the “"Company”") as of December 31, ~~2024~~2025, and the related consolidated statements of operations ~~and comprehensive income (loss)~~, changes in ~~shareholders~~stockholders’ equity, and cash flows for the year ended December 31, ~~2024~~2025, and the related notes (collectively referred to as the “"consolidated financial statements”"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, ~~2024~~2025, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, ~~2024~~ 2025, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our ~~audit~~audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our ~~audit~~audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our ~~audit~~audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our ~~audit~~audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our ~~audit~~audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statement. We believe that our ~~audit~~audits ~~provides~~provide a reasonable basis for our opinion.

~~/s/~~Critical ~~HTL~~Audit ~~International, LLC~~Matters

WeCritical ~~have~~audit ~~served~~matters asare matters arising from the ~~Company’s~~current ~~auditor~~period ~~since~~audit ~~2024~~of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there were no critical audit matters.

/s/ HTL International, LLC We have served as the Company’s auditor since 2024. Houston, TX March 31, 2026

~~March 31, 2025~~16

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of ADM Endeavors, Inc.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheet of ADM Endeavors, Inc. (the Company) as of December 31, 2023, and the related consolidated statements of operations, shareholders’ equity, and cash flows for the year ended December 31, 2023, and the related notes (collectively referred to as the financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its consolidated operations and its cash flows for the year ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, audits of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audits Matters

The critical audits matters communicated below are matters arising from the current period audits of the consolidated financial statements that were communicated or required to be communicated to the audits committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audits matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audits matter below, providing separate opinions on the critical audits matters or on the accounts or disclosures to which they relate.

Revenue transactions and Improper Revenue Recognition

As discussed in the Note 1 to the financial statements, the Company generates its revenue from the sales of its products directly to the end user and recognizes revenue when goods or products are shipped on a FOB shipping point. Understanding when the performance obligation has been completed can sometimes require significant judgement. We tested the Company’s support for all of the material revenue sources and the timing in which the Company completed the related performance obligation.

/s/ M&K CPAS, PLLC

www.mkacpas.com

We have served as the Company’s auditor since 2023.

The Woodlands, Texas

April 16, 2024

ADM Endeavors, Inc. and Subsidiaries

Consolidated Balance Sheets

	As of December 31,		As of December 31,
	As of		As of
	2024		2023
	December 31,		December 31,
	2025		2024
ASSETS
Current assets
Cash	$	~~412~~358,~~449~~955	$	~~301~~412,~~411~~449
Accounts receivable, net		~~366~~405,~~689~~373		~~415~~366,~~506~~689
Other receivable, related party		3912,~~597~~442		239,~~399~~597
Inventory		~~347~~537,~~251~~942		~~171~~347,~~233~~251
Prepaid expenses and other current assets		~~104~~167,~~850~~713		27104,~~482~~850
Total current assets		1,~~270~~482,~~836~~425		~~918~~1,~~031~~270,836
Noncurrent assets
Property and equipment, net		58,~~460~~658,~~179~~148		35,~~229~~460,~~200~~179
Right of use asset - operating lease		-		16,982
Goodwill		688,778		688,778
Total assets	$	7,419,793	$	4,852,991
Deferred financing costs		53,210		-
Total assets	$	10,882,561	$	7,419,793
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	~~104~~97,~~777~~720	$	38104,~~679~~777
Accounts payable - related party		1246,~~201~~206		171,~~658~~201
Accounts payable		1246,~~201~~206		171,~~658~~201
Accrued expenses		~~351~~506,~~850~~539		~~373~~351,~~047~~850
Income tax payable		90146,~~780~~336		1690,~~130~~780
Current portion of notes payable - secured, net discount		~~16,667~~-		9116,667
Current portion of right of use liability - operating lease		-		17,814
Convertible note payable		106,092		106,092
Derivative liabilities		~~214~~251,~~382~~792		~~213~~214,~~569~~382
Total current liabilities		~~885~~1,~~749~~354,685		~~874~~885,~~656~~749
Noncurrent liabilities
Deferred tax liability		2313,~~774~~230		4423,~~002~~774
Notes payable - secured, net of discount		35,~~461~~915,~~433~~548		13,~~226~~461,~~367~~433
Total noncurrent liabilities		35,~~485~~928,~~207~~778		13,~~270~~485,~~369~~207
Total liabilities		47,~~370~~283,~~956~~463		24,~~145~~370,~~025~~956
Commitments and contingencies		-		-
Stockholders’ equity
Preferred stock, $0.001 par value, 80,000,000 shares authorized, 2,000,000 shares outstanding as of December 31, 2024 and 2023		2,000		2,000
Preferred stock, $0.001 par value, 80,000,000 shares authorized, 2,000,000 shares outstanding as of December 31, 2025 and 2024		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 December 31, 2024 and 2003		156,637		156,237
Common stock, $0.001 par value, 800,000,000 shares authorized, 158,520,409 and 156,637,143 shares issued and outstanding at December 31, 2025 and 2024		158,520		156,637
Additional paid-in capital		1,~~447~~525,~~222~~329		1,~~431~~447,~~062~~222
Stock payable		~~15,988~~-		15,988
Retained earnings		1,~~426~~913,~~990~~249		1,~~102~~426,~~679~~990
Total stockholders’ equity		3,~~048~~599,~~837~~098		23,~~707~~048,~~966~~837
Total liabilities and stockholders’ equity	$	710,~~419~~882,~~793~~561	$	47,~~852~~419,~~991~~793

See accompanying notes to consolidated financial statements.

1517

ADM Endeavors, Inc. and Subsidiaries

Consolidated Statements of Operations

For the Years Ended December 31, ~~2024~~2025 and ~~2023~~2024

	2024			2023
	2025			2024
Revenue
School uniform sales	$	1,~~555~~503,~~366~~332		$	1,~~402~~555,~~784~~366
Promotional sales		4,~~205~~120,~~093~~721			34,~~786~~205,~~146~~093
Total revenue		5,~~760~~624,~~459~~053			5,~~188~~760,~~930~~459
Operating expenses
Direct costs of revenue		3,~~744~~735,~~571~~097			3,~~682~~744,~~308~~571
General and administrative		1,~~587~~605,~~028~~941			1,~~377~~587,~~703~~028
Marketing and selling		37,~~208~~882			37,~~035~~208
Total operating expenses		5,~~368~~378,~~807~~920			5,~~097~~368,~~046~~807
Operating income		~~391~~245,~~652~~133			91391,~~884~~652
Other income (expense)
Gain (loss) on change in fair value of derivative liabilities		(813	)		94,404
Loss on change in fair value of derivative liabilities		(37,410	)		(813	)
Gain on sale of assets		-			4,849
Gain on sale of property		63,195			-
Other income		37283,~~451~~791			1137,~~315~~451
Interest expense		(3823,~~521~~438	)		(2938,~~464~~521	)
Total other income (expense)		(1286,~~883~~138	)		81(1,~~104~~883	)
Income before tax provision		~~389~~531,~~769~~271			~~172~~389,~~988~~769
Provision for income taxes		65(45,~~458~~012	)		35(65,~~520~~458	)
Net income	$	~~324~~486,~~311~~259		$	~~137~~324,~~468~~311
Net income per share - basic	$	0.00		$	0.00
Net income per share - diluted	$	0.00		$	0.00
Weighted average number of shares outstanding
basic		~~156~~157,~~612~~094,~~006~~432			~~155~~156,~~574~~612,~~554~~006
diluted		~~156~~184,~~612~~475,~~006~~601			~~155~~184,~~574~~464,~~554~~856

See accompanying notes to consolidated financial statements.

1618

ADM Endeavors, Inc. and Subsidiaries

Consolidated Statements of ~~Shareholders~~Stockholders’ Equity

For the Years ~~Months~~ Ended December 31, ~~2024~~2025 and ~~2023~~2024

	Shares		Amount		Shares		Amount		Capital		Payable			Earnings		Total
									Additional
	Preferred Stock				Common Stock				Paid In		Stock			Retained
	Shares		Amount		Shares		Amount		Capital		Payable			Earnings		Total
Balance at December 31, 2022		2,000,000	$	2,000		153,652,143	$	153,652	$	1,317,747	$	-		$	965,211	$	2,438,610
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		-		-		2,585,000		2,585		113,315		15,988			-		131,888
Net income		-		-		-		-		-		-			137,468		137,468
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
Balance		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 income		-		-		-		-		-		-			324,311		324,311
Balance at December 31, 2024		2,000,000	$	2,000		156,637,143	$	156,637	$	1,447,222	$	15,988		$	1,426,990	$	3,048,837
Balance		2,000,000	$	2,000		156,637,143	$	156,637	$	1,447,222	$	15,988		$	1,426,990	$	3,048,837
Shares issued for deferred financing costs		-		-		1,156,738		1,157		52,053		-			-		53,210
Stock-based compensation		-		-		726,528		726		26,054		(15,988	)		-		10,792
Net income		-		-		-		-		-		-			486,259		486,259
Balance at December 31, 2025		2,000,000		2,000		158,520,409		158,520		1,525,329		-			1,913,249		3,599,098

See accompanying notes to consolidated financial statements.

1719

ADM Endeavors, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

For the Years Ended December 31, ~~2024~~2025 and ~~2023~~2024

	2024			2023
	2025			2024
Cash flows from operating activities:
Net income	$	~~324~~486,~~311~~259		$	~~137~~324,~~468~~311
Adjustments to reconcile net income to net cash provided by continuing operations:
Stock-based compensation		1610,~~560~~792			~~131~~16,~~888~~560
Depreciation and amortization		74103,~~085~~213			6674,~~363~~085
Bad debt expense		142,~~927~~182			414,~~729~~927
Amortization of debt discount		289,~~220~~021			1928,~~121~~220
Amortization of right of use asset - operating lease		~~16,982~~-			3316,~~682~~982
Change in derivative liability		~~813~~37,410			~~(94,404~~813	)
Gain on fixed assets		-			(4,849	)
Gain on insurance claim		(264,514	)		-
Gain on sale of property		(63,195	)		-
Changes in operating assets and liabilities:
Accounts receivable		33(40,~~890~~866	)		~~(61~~33,~~859~~890	)
Other receivable, related party		~~(37~~27,~~198~~155	)		26(37,~~047~~198	)
Inventory		(~~176~~190,~~018~~691	)		6(176,~~849~~018	)
Prepaid expenses and other assets		(7762,~~368~~863	)		15(77,~~374~~368	)
Accounts payable		66(117,~~098~~473	)		~~(33~~66,~~612~~098	)
Accounts payable - related party		~~(16~~245,~~457~~005	)		17(16,~~658~~457	)
Accounts payable		(16,457	)		17,658
Accrued expenses		154,689			(21,197	)
Accrued expenses		(21,197	)		56,698
Income tax payable		55,556			74,650
Income tax payable		74,650			10,271
Right of use operating lease liability		-			(17,814	)
Right of use operating lease liability		(17,814	)		(32,850	)
Deferred tax liability		(10,544	)		(20,228	)
Deferred tax liability		(20,228	)		17,542
Net cash provided by operating activities		381,136			284,256
Net cash provided by operating activities		284,256			316,116
Cash flows from investing activities:
Cash flows used in investing activities
Purchase of property and equipment		(3,565,298	)		(2,295,639	)
Purchase of property and equipment		(2,295,639	)		(317,369	)
Proceeds from insurance		374,930			-
Net cash used in investing activities		(2,295,639	)		(317,369	)
Proceeds from sale of property		344,462			-
Cash flows provided by financing activities:
Net cash used in investing activities		(2,845,906	)		(2,295,639	)
Repayments on notes payable		(115,110	)		(78,850	)
Cash flows from financing activities:
Proceeds from note payable		2,237,531			147,279
Repayments on notes payable		(88,528	)		(115,110	)
Net cash provided by financing activities		2,122,421			68,429
Proceeds from note payable		2,499,804			2,237,531
Net change in cash		111,038			67,176
Net cash provided by financing activities		2,411,276			2,122,421
Cash at beginning of period		301,411			234,235
Net change in cash		(53,494	)		111,038
Cash at end of period	$	412,449		$	301,411
Cash at beginning of period		412,449			301,411
Cash at end of period	$	358,955		$	412,449
Supplemental disclosure of cash flow information:
Cash paid for interest	$	30346,~~009~~122		$	3230,~~975~~009
Cash paid for taxes	$	~~11,000~~-		$	-
Non-cash investing and financing activities:
Capitalized loan costs	$	917,~~425~~151		$	9,~~400~~425
Acquisition of Innovative Impression, Inc.	$	-		$	143,637
Shares issued for deferred financing costs	$	53,210		$	-
Non-cash addition to note payable	$	-		$	1,490

See accompanying notes to consolidated financial statements.

1820

ADM Endeavors, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, ~~2024~~2025

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

On January 4, 2001, we incorporated in North Dakota as ADM Enterprises, Inc. On May 9, 2006, the Company changed both its name to ADM Endeavors, Inc. (“ADM Endeavors,” or the “Company,” “we,” “us,” or “our”) and its domicile to the state of Nevada. On July 1, 2008, the Company acquired all of the assets of ADM Enterprises, LLC (“ADM Enterprises”), a sole proprietorship owned by Ardell and Tammera Mees, in exchange for 10,000,000 newly issued shares of our common stock. As a result, ADM Enterprises became a wholly owned subsidiary of the Company. Even though the Company was incorporated on January 4, 2001, it had no operations until the share exchange agreement with ADM Enterprises on July 1, 2008. ADM provides 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~~stockholder was through a stock exchange whereas the Company issued 2,000,000 shares of restricted Series A preferred stock (the “Acquisition Shares”). 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 represents 61% of voting shares, thus there is a change of voting control. 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

Principles of Consolidation

The accompanying consolidated financial statements include all of the accounts of the Company and its wholly owned subsidiary JRP, at December 31, ~~2024~~2025. All significant intercompany balances and transactions have been eliminated.

Use of Estimates

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

Change in Accounting Principle

Effective October 1, 2024, the Company changed its inventory costing method from weighted average cost to the first-in-first-out (“FIFO”) method. We believe the change in inventory costing method from weighted average cost to the FIFO method is preferable as it simplifies the inventory valuation, improves the precision of inventory valuation at the balance sheet dates, and is more consistent with the inventory costing method used by industry peers. This change in accounting principle did not have a material effect on inventory, net or cost of goods sold for all periods presented; therefore, prior comparative financial statements have not been restated.

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. During the years ended December 31, 2025 ~~2024~~ and ~~2023~~2024, the Company issued ~~400,000~~0 and 2400,~~585,~~000 shares related to stock compensation, respectively, with no vesting period.

Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. At December 31, ~~2024~~2025 and ~~2023~~2024, 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 December 31, 2025, was $108,955. 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 at December 31, ~~2024~~2025 and ~~2023~~2024.

Inventory

Inventory is valued at the lower of cost or net realizable value. Cost is determined using a FIFO 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 $~~347~~537,~~251~~942 and $~~171~~347,~~233~~251 as of December 31, ~~2024~~2025 and ~~2023~~2024, respectively.

~~Four~~Three vendors accounted for approximately ~~88.5~~77% and ~~three~~four vendors accounted for 7388.65% of inventory purchases during the years ended December 31, 2025 ~~2024~~ and ~~2023~~2024, respectively. These same vendors made up 410% and ~~less than 1~~41% of our accounts payable as of December 31, ~~2024~~2025 and ~~2023~~ 2024, respectively.

Derivative Instruments

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

Fair Value of Financial Instruments

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

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

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

2022

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 December 31, ~~2024~~2025 and ~~2023~~2024.

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, except for land which is not depreciated. 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~~LIVES OF FIXED ASSETS

Classification		Estimated Useful Lives
Buildings		39 years
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 charges were recorded in fiscal ~~2024~~2025 or ~~2023~~2024 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.

Operating leases

The Company recognizes its leases in accordance with ASC 842 - Leases. Under ASC 842, operating lease right-of-use (“ROU”) assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. The initial lease liability is equal to the future fixed minimum lease payments discounted using the Company’s incremental borrowing rate, on a secured basis. The lease term includes option renewal periods and early termination payments when it is reasonably certain that the Company will exercise those rights. The initial measurement of the ROU asset is equal to the initial lease liability plus any initial direct costs and prepayments, less any lease incentives. The Company elected the short-term lease exemption for contracts with lease terms of 12 months or less. The Company accounts for the lease and non-lease components of its leases as a single lease component. Lease expense is recognized on a straight-line basis over the lease term.

In determining the classification of a lease as operating or finance, ASC 842 allows for the use of judgment in determining whether the lease term is for a major part of the remaining economic life of the underlying asset and whether the present value of lease payments represents substantially all of the fair value of the underlying asset. The Company applies the bright line thresholds referenced in ASC 842-10-55-2 to assist in evaluating leases for appropriate classification.

Impairment of Long-lived Assets

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

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

The Company determined that there were no impairments of long-lived assets at December 31, ~~2024~~2025 and ~~2023~~2024.

Revenue Recognition

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

Cost of Sales

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

Net Income 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~~stockholders, 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~~stockholders 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 years ended December 31, ~~2024~~2025 and ~~2023~~2024, 7,~~852~~381,~~850~~169 and 97,~~355~~852,~~556~~850 shares issuable upon the conversion of convertible note, respectively, 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 December 31, ~~2024~~2025 and ~~2023~~2024. 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 years ended December 31, ~~2024~~2025 and ~~2023~~2024.

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 December 31, ~~2024~~2025 and ~~2023~~2024.

The Company manages its operations as a single segment for the purpose of assessing performance and making operating decisions. The Company’s Chief Operating Decision Maker (“CODM”) is its executive management committee. The CODM allocates resources and evaluates the performance of the Company using information about combined net income from operations. All significant operating decisions are based upon an analysis of the Company as one operating segment, which is the same as its reporting segment.

Recent Accounting Pronouncements

In ~~November~~December 2023, the FASB issued ASU No. 2023-0709, ~~“Segment~~Income ~~Reporting~~Taxes (Topic ~~280~~470): Improvements to ~~Reportable~~Income ~~Segment~~Tax ~~Disclosure.”~~Disclosures, ~~The~~which ~~ASU~~are ~~updates~~designed ~~reportable~~to ~~segment~~increase ~~disclosure~~the ~~requirements,~~transparency ~~primarily~~and ~~through~~decision-usefulness ~~requiring~~of ~~enhanced~~income tax disclosures ~~about~~for ~~significant~~financial ~~segment~~statement users. The ~~expenses~~ASU follows investors indication and ~~information~~request ~~used~~for enhanced tax disclosures in order to better assess ~~segment~~an ~~performance.~~entity’s ~~The~~operations, ~~amendments~~related tax dorisks, ~~not~~jurisdictional ~~change~~tax ~~how~~exposures, ~~segments~~and ~~are~~increase ~~determined~~transparency regarding tax information through improvements to tax disclosures, specifically ~~aggregated~~rate reconciliation, ~~or how~~income ~~thresholds~~taxes ~~are~~paid, ~~applied~~and tounrecognized ~~determine~~tax ~~reportable~~benefits ~~segments~~and certain temporary differences. WeThe ~~adopted~~new ~~ASU~~guidance is ~~No.~~effective ~~2023-07~~for ~~during~~fiscal ~~the~~years ~~year~~beginning ~~ended~~after December 3115, 2024, ~~noting~~and noearly adoption is permitted. The guidance is to be applied on a prospective basis, but retrospective application is permitted. The Company is currently evaluating the impact of adopting this ASU on our consolidated financial statements and disclosures.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 470): Improvements to Income Tax Disclosures, which are designed to increase the transparency and decision-usefulness of income tax disclosures for financial statement users. The ASU follows investors indication and request for enhanced tax disclosures in order to better assess an entity’s operations, related tax risks, jurisdictional tax exposures, and increase transparency regarding tax information through improvements to tax disclosures, specifically rate reconciliation, income taxes paid, and unrecognized tax benefits and certain temporary differences. The new guidance is effective for fiscal years beginning after December 15, 2024 and interim periods within fiscal years beginning after December 15, 2025, and early adoption is permitted. The guidance is to be applied on a prospective basis, but retrospective application is permitted. The Company is currently evaluating the impact of adopting this ASU on our consolidated financial statements and disclosures.25

In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”, that requires entities to disclose additional information in the notes to the financial statements about prescribed categories underlying any relevant income statement expense caption. The new standard is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements but will result in disaggregation of the Company’s income statement expenses.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides updates related to CECL guidance for certain short-term receivables. The ASU is effective for fiscal years beginning after December 15, 2025. The Company is currently evaluating the impact of this guidance on its disclosures.

The Company assesses the adoption impacts of recently issued, but not yet effective, accounting standards by the Financial Accounting Standards Board on the Company’s consolidated financial statements.

There are no recently issued accounting standards which may have effect on the Company’s consolidated 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 the date of filing, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of operations and there are no proceedings in which any directors, officers or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to the Company’s interest.

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. Subsequent to year end but as of the date of this 10K, the franchise agreement has been renewed for an additional 5 years.

During the years ended December 31, ~~2024~~2025 and ~~2023~~2024, the Company paid $7874,~~785~~086 and $8178,~~761~~785 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 years ended December 31, ~~2024~~2025 and ~~2023~~2024, the Company paid $2133,~~248~~395 and $2321,~~303~~248 for the uniform supply agreement, respectively.

NOTE 4 – PROPERTY AND EQUIPMENT

Fixed assets are stated at cost, less accumulated depreciation for continuing operations at December 31, ~~2024~~2025 and ~~2023~~2024 consisted of the following:

SCHEDULE OF FIXED ASSETS ~~AND FINANCE LEASE RIGHT OF USE ASSETS~~

	December 31, 2024			December 31, 2023
	December 31, 2025			December 31, 2024
Land	$	970,455		$	970,455
Equipment		~~803~~856,~~508~~509			~~668~~803,~~847~~508
Autos and trucks		34,680			34,680
Construction in process		37,~~892~~377,~~464~~561			13,~~722~~892,~~061~~464
Land and building – rental property		~~256,387~~-			256,387
Property and equipment, gross		~~256,387~~-			256,387
Less: accumulated depreciation		(~~497~~581,~~315~~057	)		(~~423~~497,~~230~~315	)
Property and equipment, net	$	58,~~460~~658,~~179~~148		$	35,~~229~~460,~~200~~179

Depreciation expense for ~~continuing operations for~~ the years ended December 31, ~~2024~~2025 and ~~2023~~2024 was $74103,~~085~~213 and $6674,~~363~~085, respectively.

On January 1, 2025, the Company had a building under construction vandalized and set on fire which resulted in smoke damage to the building’s interior. Following this incident, the Company filed an insurance claim and received cash proceeds of $374,930 on March 20, 2025. During the year ended December 31, 2025, the Company incurred $110,416 in repair costs, which were offset by insurance proceeds. As a result, the net amount of $264,514 was recorded as other income on the Consolidated Statements of Operations.

On July 15, 2025, the Company sold land and a building with a carrying value of $281,267 for net cash proceeds of $344,462. As a result, the Company recognized a gain on sale of property of $63,195.

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. On March 526, ~~2024~~ 2025, the note was extended to June 30, 2025. Subsequent to ~~January~~December 131, 2025, the note was extended to October 31, 2026.

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 or 35% of an estimated fair value if not traded. As of December 31, 2025 and 2024, the convertible debt was convertible into 7,381,169 and 7,852,850 common shares, respectively.

The note balance was $106,092 as of December 31, ~~2024~~2025 and ~~2023~~2024.

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.

2427

The following table presents information about the Company’s liabilities measured at fair value on a recurring basis and the Company’s estimated level within the fair value hierarchy of those assets and liabilities as of December 31, ~~2024~~2025 and ~~2023~~2024:

							Fair value at
	Level 1		Level 2		Level 3		December 31, 2025
Liabilities:
Derivative liabilities	$	-	$	-	$	251,792	$	251,792

							Fair value at
	Level 1		Level 2		Level 3		December 31, 2024
Liabilities:
Derivative liabilities	$	-	$	-	$	214,382	$	214,382

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

As of December 31, 2025 and 2024, the derivative liability was calculated using the Black-Scholes method over the expected terms of the convertible debt and the following assumptions: volatility of 102% and 115%, exercise price of $0.0144 and $0.0135, and risk-free rate of 3.59% and 4.16%, respectively. Included in Derivative Loss in the accompanying consolidated statements of operations is expense arising from the loss on change in fair value of the derivatives of $37,410 and a loss of $813 during the years ended December 31, 2025 and 2024, respectively.

AsThe oftable ~~December~~below ~~31,~~presents ~~2024 and 2023,~~ the ~~derivative~~change liability was calculated using the Black-Scholes method over the expected terms of the convertible debt and the following assumptions: volatility of 115% and 110%, exercise price of $0.0135 and $0.0114, and risk-free rate of 4.16% and 4.79%, respectively. Included in ~~Derivative Income (Loss) in~~ the ~~accompanying consolidated statements of operations is expense arising from the loss on change in~~ fair value of the ~~derivatives~~derivative ofliability ~~$813 and a gain of $94,404~~ during the ~~years~~year ended December 31, ~~2024~~ 2025 and ~~2023, respectively.~~2024:

~~The~~ SCHEDULE ~~table~~OF ~~below~~CHANGE ~~presents~~IN FAIR ~~the~~VALUE ~~change~~OF inDERIVATIVE ~~the fair value of the derivative liability during the year ended December 31, 2024 and 2023:~~LIABILITIES

SCHEDULE OF DERIVATIVE LIABILITIES AT FAIR VALUE

Fair value at December 31, 2023	$	213,569
Gain on change in fair value of derivative liabilities		813
Fair value at December 31, 2024		214,382
Loss on change in fair value of derivative liabilities		37,410
Fair value at December 31, 2025	$	251,792

Fair value at December 31, 2022	$	307,973
Gain on change in fair value of derivative liabilities		(94,404	)
Fair value at December 31, 2023		213,569
Loss on change in fair value of derivative liabilities		813
Fair value at December 31, 2024	$	214,382

Notes Payable

On October 25, 2022, the Company entered into a secured promissory note in the amount up of $4,618,960. The note is secured by the deed of trust on the property and bears interest at 5.5% and is due on October 25, 2032. On October 25, 2027, the rate shall be adjusted to the daily rate reported in the Credit Markets section (or similar section) of The Wall Street Journal as the U.S. “Prime Rate” (“Index”), as announced from time to time, without notice to Maker, plus one percent (1.00%) (the sum being the “Adjusted Rate”); provided that in no event shall the Rate or Adjusted Rate exceed the lesser of eighteen percent (18%) per annum or the maximum rate permitted under applicable law. Monthly payments of accrued and unpaid interest shall commence on November 25, 2022, and continue on the same date of each succeeding calendar month through and including April 25, 2024. Thereafter, monthly principal and interest (“Payments”) in the amount of $26,459 will be paid, which is the amount necessary to amortize the stated principal balance. The Company recorded $94,072 of loan cost as a debt discount and will be amortized over the life of the note. During the year ended December 31, ~~2024~~2025, the Company received $21,~~237~~099,~~531~~ 605 in cash proceeds and repaid $671,~~777 in~~861 of principal related to this note. During the year ended December 31, ~~2024~~2025, the Company capitalized $9,~~425~~ 400 of loan costs and $~~115~~261,~~691~~ 642 of interest related to this note. As of December 31, ~~2024~~2025, the loan balance was $34,~~470~~507,~~454~~597, net of $7364,~~522~~ 123 of debt discount. ~~During the year ended December 31, 2023, the Company capitalized $9,400 of loan costs and $71,933 of interest related to this note.~~ As of December 31, ~~2023~~2024, the loan balance was $13,~~230~~470,~~275~~454, net of $8273,~~947~~ 522 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~~ the final payment due on April 1, 2025. Pursuant to the Security Agreement, the Company’s payment obligations under the Note are ~~secured~~ 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 year ended December 31, ~~2024~~2025, the Company repaid $~~108~~25,~~333~~ 000 in principal and amortized $289,~~220~~ 021 of debt discount related to this note. As of December 31, ~~2024~~2025, the loan balance was $~~7,646, net of $9,021 of debt discount~~0. ~~During~~As ~~the year ended December 31, 2023, the Company amortized $19,122~~ of ~~debt discount related to this note. As of~~ December 31, ~~2023~~2024, the loan balance was $877,~~759~~646, net of $379,~~241~~ 021 of debt discount.

As of December 31, 2024, the secured notes payable balance was $3,478,100, consisting of long term notes payable of $3,461,433 and current portion of notes payable of $16,667. As of December 31, 2023, the secured notes payable balance was $1,318,034, consisting of long term notes payable of $1,226,367 and current portion of notes payable of $91,667.28

25On March 27, 2025, the Company entered into a secured promissory note in the amount up of $1,500,000. The note is secured by the deed of trust on the property and bears interest at 8.5% and is due on March 27, 2032. On March 27, 2030, 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 April 27, 2025, and continue on the same date of each succeeding calendar month through and including March 27, 2032. The Company recorded $76,990 of loan cost as a debt discount and will be amortized over the life of the note. During the year ended December 31, 2025, the Company received $1,400,199 in cash proceeds related to this note. During the year ended December 31, 2025, the Company capitalized $76,990 of loan costs and $84,480 of interest related to this note. As of December 31, 2025, the loan balance was $1,407,951, net of $69,238 of debt discount.

As of December 31, 2025, the secured notes payable balance was $5,915,548, consisting of long term notes payable of $5,915,148 and current portion of notes payable of $0. As of December 31, 2024, the secured notes payable balance was $3,478,100, consisting of long term notes payable of $3,461,433 and current portion of notes payable of $16,667.

NOTE 6 – ACCRUED EXPENSES

The Company had total accrued expenses of $~~351~~506,~~850~~ 539 and $~~373~~351,~~047~~850 as of December 31, ~~2024~~2025 and ~~2023~~2024, respectively. See breakdown below of accrued expenses as follows:

SCHEDULE OF ACCRUED EXPENSES

	December 31, 2024		December 31, 2023
	December 31, 2025		December 31, 2024
Credit cards payable	$	96200,~~420~~416	$	~~183~~96,~~061~~420
Accrued interest		~~106~~120,~~463~~776		95106,~~597~~463
Other accrued expenses		~~148~~185,~~967~~347		94148,~~389~~967
Total accrued expenses	$	~~351~~506,~~850~~539	$	~~373~~351,~~047~~850

NOTE 7 – RELATED PARTY TRANSACTIONS

The majority ~~shareholder~~stockholder, 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 $~~111~~94,~~000~~904 and $90111,~~500~~000 to M & M for the years ended December 31, ~~2024~~2025 and ~~2023~~2024, 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 with $0.001 par values per share. There were ~~156~~158,~~637~~520,~~143~~ 409 and 156,~~237~~637,143 outstanding shares of common stock at December 31, ~~2024~~2025 and ~~2023~~2024, respectively. There were 2,000,000 outstanding shares of preferred stock as of December 31, ~~2024~~2025 and ~~2023~~2024, 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~~April 827, 2023, the Company entered into aan ~~capital~~Independent ~~market~~Consulting ~~advisory~~Agreement ~~agreement~~with Mr. ~~During~~Breese, pursuant to which (i) Mr. Breese would provide embroidery industry consulting and sales services to the ~~year~~company ~~ended~~for ~~December~~an 31initial term of two years, ~~2024~~and (ii) Mr. Breese would be paid 20% sales commissions and $100,000 ~~the~~of Company ~~issued 400~~ 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 ~~services~~a ~~provided~~period of one hundred eighty calendar days from the effective date. On ~~The~~October 24, 2023, the Company ~~recognized~~accrued ~~$16~~an additional 491,~~560~~ 923 shares with a fair value of ~~expense~~$15,988, which was recorded in stock payable. On May 28, 2025, the Company issued 491,923 common shares to Mr. Breese related to ~~this~~the Independent Consulting Agreement and an additional ~~agreement~~234,605 common shares with a fair value of $10,792 for services provided to the Company.

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 related to this agreement. On October 1, 2023, the investor relations firm returned the 300,000 shares of common stock issued to them by the Company.29

On ~~April~~December 2719, ~~2023~~2025, the Company ~~also~~ entered into an ~~Independent~~equity ~~Consulting~~financing agreement (the “Equity Financing Agreement”) with ~~Mr.~~GHS ~~Breese~~Investments LLC (“GHS”), pursuant to which ~~(i)~~GHS ~~Mr.~~will ~~Breese~~purchase ~~would provide~~up ~~embroidery~~to ~~industry~~$20,000,000 ~~consulting~~of ~~and~~Company ~~sales~~common ~~services~~stock to (the ~~company~~“Put ~~for~~Shares”) in tranches of up to $500,000, following an ~~initial~~effective ~~term~~registration of ~~two~~the ~~years,~~shares and ~~(ii)~~subject ~~Mr.~~to ~~Breese~~restrictions ~~would be~~regarding ~~paid~~the ~~20%~~timing ~~sales~~of each ~~commissions~~sale and ~~$100,000~~total percentage stock ownership held by GHS. The purchase price for each tranche of Put Shares will be (i) prior to the Company listing its common stock, ~~valued~~on asthe ofNasdaq ~~May~~Capital 1,Market ~~2023,~~or ~~which~~another ~~totaled~~national 2exchange (the “Nasdaq Listing”),~~585,000~~ ~~shares~~80% of the ~~common~~lowest ~~stock. Pursuant~~trading toprice during the ~~agreement,~~10-day ~~Mr.~~period ~~Breese~~prior ~~may~~to ~~not~~each ~~sell~~sale (the ~~Stock~~“Pricing ~~for~~Period”), aor ~~period~~(ii) following the Nasdaq listing, 90% of ~~one~~the ~~hundred~~lowest ~~eighty~~volume-weighted ~~calendar~~average ~~days~~price ~~from~~during the ~~effective~~Pricing ~~date~~Period subject to a $1. On00 ~~October~~floor. ~~24,~~Pursuant ~~2023~~to the Equity Financing Agreement, the Company ~~accrued~~is also obligated to immediately issue an additional ~~491~~1,~~923~~156,738 shares ~~with~~of common stock to GHS as a ~~fair~~commitment ~~value~~fee. The ofshares were valued at approximately $1553,~~988,~~210 ~~which~~and ~~was~~were recorded as deferred financing costs on the balance sheet. The deferred charges will be charged against paid-in capital upon future proceeds from the sale of common stock ~~payable~~under this agreement. As of December 31, 2025, deferred financing costs totaled $53,210.

NOTE 9 – CUSTOMER CONCENTRATION

Concentration of revenue

During the years ended December 31, ~~2024~~2025 and ~~2023~~2024, there were no customers that exceeded 10% of our total gross revenues.

Concentration of accounts receivable

NoOne ~~customers~~customer accounted for 1011% of accounts receivable as of December 31, ~~2024~~2025, and ~~one~~no ~~customer~~customers accounted for 10% of accounts receivable as of December 31, ~~2023~~2024.

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~~stockholder 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. As of December 31, 2024, the lease expired.

~~NOTE 11 – ASSET ACQUISITION~~30

OnNOTE ~~April~~11 ~~27,~~– ~~2023,~~INCOME 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 $200,000TAXES 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~~The components OFof ~~ASSETS~~income ~~ACQUISITION~~tax expense from continuing operations for the years ended December 31, 2025 and 2024 are as follows:

	Fair Value		Average 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 – INCOME TAXES

The components of income tax expense from continuing operations for the years ended December 31, 2024 and 2023 are as follows:

	December 31, 2024			December 31, 2023
	December 31, 2025			December 31, 2024
Current	$	8555,~~686~~556		$	1785,~~978~~686
Deferred		(2010,~~228~~544	)		17(20,~~542~~228	)
Total	$	6545,~~458~~012		$	3565,~~520~~458

27The Company adopted ASC 2023-09 during the year ended December 31, 2025 prospectively. Our reconciliation between the expected federal income tax benefit computed by applying the U.S. federal statutory rate to our net income and the actual benefit for taxes on net income for 2025 and 2024 is as follows:

The Company’s tax expense differs from the “expected” tax expense for Federal income tax purposes (computed by applying the United States Federal tax rate of 21% to loss before taxes for fiscal year 2024 and 2023), as follows:

SCHEDULE OF INCOME TAX PROVISIONS

	December 31, 2024			December 31, 2023
	Years Ended December 31,
Tax expense at the statutory rate	$	82,000		$	36,000
		2025						2024
Permanent differences		7,000			9,000
Expected federal income tax expense (benefit) at statutory rate	$	113,040			21.0	%	$	81,582		21.0	%
Other		(24,000	)		(9,000	)
Permanent differences		(68,029	)		(12.6	)%		6,734		1.7	%
Change in valuation allowance		-			-
Other		-			0.0	%		(22,858	)	(5.9	)%
Total	$	6545,~~000~~012		$	~~36,000~~8.4	%	$	65,458		16.8	%

The tax effects of the temporary differences between reportable financial statement income and taxable income are recognized as deferred tax assets and liabilities as presented below:

	December 31, 2024		December 31, 2023
	December 31, 2025		December 31, 2024
Deferred tax liabilities:
Depreciation of property and equipment	$	2313,~~774~~229	$	1723,~~542~~774
Total deferred tax liabilities	$	2313,~~774~~229	$	1723,~~542~~774

NOTE 1312 – SUBSEQUENT EVENTS

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

On ~~January~~March 127, ~~2025~~2026, the Company ~~had~~entered into a ~~building~~revolving credit ~~under~~agreement ~~construction~~up ~~vandalized and~~to ~~set~~$500,000 onwith ~~fire~~the ~~which~~Chief ~~resulted~~Executive inOfficer. ~~smoke~~The ~~damage~~revolving tocredit ~~the~~line ~~building’s~~bears ~~interior.~~interest ~~Following~~at ~~this~~6.0% ~~incident~~per annum, and all principal and accrued interest are secured by assets of the Company. ~~filed~~As anof ~~insurance~~the ~~claim and~~date ~~received~~of ~~cash~~this ~~proceeds~~filing, ofthe Company has drawn $~~374~~382,~~930~~309 onunder the ~~March~~revolving ~~20,~~credit ~~2025~~agreement.

2831

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

On April 24, 2024, we notified M&K CPAS, PLLC (“M&K”) of their dismissal as our independent registered public accounting firm. The report of M&K on the Company’s financial statements as of and for the fiscal year ending December 31, 2023 (the only fiscal year audited by M&K), contained no adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope, or accounting principles. Our Board of Directors participated in and approved the decision to change our independent registered public accounting firm. Through our fiscal years ending December 31, 2023 and 2022 (M&K did not audit our financial statements for the fiscal year ending December 31, 2022, but we are required to reference the fiscal year ending December 31, 2022, by Item 304(a)(1)(iv) of Regulation S-K), there have been no disagreements with M&K on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of M&K would have caused them to make reference thereto in their report on the financial statements. Through the interim period from December 31, 2023, through April 24, 2024, there have been no disagreements with M&K on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of M&K would have caused them to make reference thereto in their report on the financial statements. We authorized M&K to respond fully to the inquiries of the successor accountant. During our fiscal years ended December 31, 2023 and 2022 (M&K did not audit our financial statements for the fiscal year ending December 31, 2022, but we are required to reference the fiscal year ending December 31, 2022, by Item 304(a)(1)(v) of Regulation S-K), and the interim period through April 24, 2024, there have been no reportable events with us as set forth in Item 304(a)(1)(v) of Regulation S-K.

On April 24, 2024, we engaged TPS Thayer, LLC (“TPS”) of Sugar Land, Texas, as independent registered public accounting firm to audit our financial statements for the fiscal year ended December 31, 2024. During the fiscal years ending December 31, 2023 and 2022, and prior to April 24, 2024, we had not consulted with TPS regarding any of the following (i) the application of accounting principles to a specific transaction, either completed or proposed; (ii) the type of audit opinion that might be rendered on our consolidated financial statements, and none of the following was provided to us: (a) a written report, or (b) oral advice that Turner concluded was an important factor considered by us in reaching a decision as to accounting, auditing or financial reporting issue; or (iii) any other matter that was the subject of a disagreement between us and our former auditor or was a reportable event (as described in Items 304(a)(1)(iv) or Item 304(a)(1)(v) of Regulation S-K, respectively).

On December 9, 2024, we notified TPS Thayer, LLC (“TPS”) of their dismissal as our independent registered public accounting firm. TPS has not issued a report on our financial statements as of and for any fiscal year end. Our Board of Directors participated in and approved the decision to change our independent registered public accounting firm. Through our fiscal years ending December 31, 2023 and 2022 (TPS did not audit our financial statements for the fiscal years ending December 31, 2023 and 2022, but we are required to include disclosure regarding the fiscal years ending December 31, 2023 and 2022, by Item 304(a)(1)(iv) of Regulation S-K), there have been no disagreements with TPS on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of TPS would have caused them to make reference thereto in their report on the financial statements. Through the interim period from December 31, 2023, through December 9, 2024, there have been no disagreements with TPS on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of TPS would have caused them to make reference thereto in their report on the financial statements. We authorized TPS to respond fully to the inquiries of the successor accountant. During our fiscal years ended December 31, 2023 and 2022 (TPS did not audit our financial statements for the fiscal years ending December 31, 2023 and 2022, but we are required to include disclosure regarding the fiscal years ending December 31, 2023 and 2022, by Item 304(a)(1)(iv) of Regulation S-K), and the interim period through December 9, 2024, there have been no reportable events with us as set forth in Item 304(a)(1)(v) of Regulation S-K.

On December 9, 2024, we engaged HTL International, LLC (“HTL”), as independent registered public accounting firm to audit our financial statements for the fiscal year ended December 31, 2024. During the fiscal years ending December 31, 2023 and 2022, and prior to December 9, 2024, we had not consulted with HTL regarding any of the following: (i) the application of accounting principles to a specific transaction, either completed or proposed; (ii) the type of audit opinion that might be rendered on our consolidated financial statements, and none of the following was provided to us: (a) a written report, or (b) oral advice that Turner concluded was an important factor considered by us in reaching a decision as to accounting, auditing or financial reporting issue; or (iii) any other matter that was the subject of a disagreement between us and our former auditor or was a reportable event (as described in Items 304(a)(1)(iv) or Item 304(a)(1)(v) of Regulation S-K, respectively).

ITEM 9A. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

At the end of the period covered by this Annual Report on Form 10-K for the fiscal year ended December 31, ~~2024~~2025 an evaluation was ~~carried~~ carried out under the supervision of and with the participation of our management, our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operations of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act). Based on that evaluation, the CEO and CFO concluded that as of the end of the period covered by this Annual Report, our disclosure controls and procedures were not effective in ensuring that: (i) information required to be disclosed by us in reports that we file or submit to the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms and (ii) material information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, to allow for accurate and timely decisions regarding required disclosure.

Changes to Internal Controls and Procedures over Financial Reporting

There were no changes in our internal controls over financial reporting that occurred during the annual period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles (“GAAP”). Management has assessed the effectiveness of internal control over financial reporting based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework. A material weakness, as defined by SEC rules, is a control deficiency, or combination of control deficiencies, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses in internal control over financial reporting that were identified are:

a) The Company’s lack of independent directors, the Company intends to appoint additional independent directors;

b) Lack of in-house personnel with the technical knowledge to identify and address some of the reporting issues surrounding certain complex or non-routine transactions. With material, complex and non-routine transactions, management has and will continue to seek guidance from third-party experts and/or consultants to gain a thorough understanding of these transactions;

c) Insufficient personnel resources within the accounting function to segregate the duties over financial transaction processing and reporting;

d) Insufficient written policies and procedures over accounting transaction processing and period end financial disclosure and reporting processes.

As a result of the existence of these material weaknesses as of December 31, ~~2024~~2025, management has concluded that we did not maintain effective internal control over financial reporting as of December 31, ~~2024~~2025, based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework.

2933

This annual report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to temporary rules of the SEC that permit the company to provide only management’s report in this annual report.

Changes to Internal Controls and Procedures over Financial Reporting

We intend that our internal control over financial reporting will be modified during our most recent year by adding additional advisors to address deficiencies in the financial closing, review and analysis process, which will improve our internal control over financial reporting.

Management’s Remediation Plans

To remediate our internal control weaknesses, management intends to implement the following measures:

	●	The Company will add sufficient number of independent directors to the board and appoint additional member(s) to the Audit Committee.
	●	The Company will add sufficient accounting personnel to properly segregate duties and to affect a timely, accurate preparation of the financial statements.
	●	The Company will hire staff technically proficient at applying U.S. GAAP to financial transactions and reporting.
	●	Upon the hiring of additional accounting personnel, the Company will develop and maintain adequate written accounting policies and procedures.

The additional hiring is contingent upon the Company’s efforts to obtain additional funding through equity or debt and the results of its operations. Management expects to secure funds in the coming fiscal year but provides no assurances that it will be able to do so.

ITEM 9B. OTHER INFORMATION

None.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

~~PART III~~34

~~ITEM~~PART ~~10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE~~III

~~The~~ITEM ~~following table sets forth the names and ages of our current directors and executive officers~~10. ~~Also~~DIRECTORS, ~~the~~EXECUTIVE ~~principal~~OFFICERS ~~offices~~AND ~~and~~CORPORATE positions with us held by each person and the date such person became our director, executive officer. Our executive officers are appointed by our Board of Directors. Our directors serve until the earlier occurrence of the election of his or her successor at the next meeting of stockholders, death, resignation or removal by the Board of Directors. There are no family relationships among our directors, executive officers, director nominees.GOVERNANCE

Name	Age		Position
Marc Johnson		55	Chief Executive Officer, and Chairman of the Board
Alex Archer		54	Chief Financial Officer

The following table sets forth the names and ages of our current directors and executive officers. Also, the principal offices and positions with us held by each person and the date such person became our director, executive officer. Our executive officers are appointed by our Board of Directors. Our directors serve until the earlier occurrence of the election of his or her successor at the next meeting of stockholders, death, resignation or removal by the Board of Directors. There are no family relationships among our directors, executive officers, director nominees.

Marc Johnson, CEO and Chairman. Mr. Johnson earned a Business Administration Degree from Texas Christian University (TCU) in 1993. Mr. Johnson has been in the promotional products industry for over 35 years and started his first business in high school. Upon graduation from TCU, Mr. Johnson sold his first business to pursue a full-time career in the promotional products industry. Mr. Johnson excelled in sales and built his customer annual sales to over $1 million in his first three years. Mr. Johnson’s talents were noticed by a customer who convinced him to leave and start a new promotional products company with his customers’ financial backing. In 2010, Mr. Johnson bought out his financial backer and started Just Right Products, Inc.

Name	Age	Position
Marc Johnson	56	Chief Executive Officer, and Chairman of the Board
Alex Archer	55	Chief Financial Officer

~~Alex~~Marc ~~Archer~~Johnson, ~~CFO~~CEO and Chairman. ~~Alex~~Mr. Johnson earned ~~his~~a ~~Bachelors~~Business Administration Degree from ~~Florida~~Texas ~~Atlantic~~Christian University (TCU) in ~~2007~~1993. ~~and~~Mr. Johnson anhas ~~MBA~~been ~~from~~in ~~Liberty~~the ~~University~~promotional inproducts ~~2014. Having~~industry for over 35 years and started ashis afirst ~~bookkeeper~~business in ~~2005~~high school. Upon graduation from TCU, ~~Alex~~Mr. ~~brings~~Johnson 18sold ~~years~~his offirst ~~experience~~business to pursue a full-time career in the ~~company~~promotional products industry. ~~Alex~~Mr. ~~has~~Johnson ~~experience~~excelled in ~~with~~sales ~~the~~and ~~public~~built ~~sector through~~his ~~past~~customer ~~employment~~annual ~~with~~sales ato ~~Berkshire~~over ~~Hathaway~~$1 ~~subsidiary~~million in his first three years. ~~His~~Mr. ~~number~~Johnson’s ~~one~~talents ~~priority~~were isnoticed by a customer who convinced him to ~~implement~~leave ~~procedures~~and ~~that~~start ~~will~~a ~~allow~~new uspromotional toproducts company with his customers’ financial backing. In 2010, ~~scale~~Mr. ~~for~~Johnson ~~our~~bought ~~planned~~out ~~growth~~his financial backer and started Just Right Products, Inc.

30Alex Archer, CFO. Alex earned his Bachelors Degree from Florida Atlantic University in 2007 and an MBA from Liberty University in 2014. Having started as a bookkeeper in 2005, Alex brings 18 years of experience to the company. Alex has experience with the public sector through past employment with a Berkshire Hathaway subsidiary. His number one priority is to implement procedures that will allow us to scale for our planned growth.

Our directors are elected at the annual meeting of the ~~shareholders~~stockholders, with vacancies filled by the Board of Directors, and serve until their successors are elected and qualified, or their earlier resignation or removal. Officers are appointed by the board of directors and serve at the discretion of the board of directors or until their earlier resignation or removal. Any action required can be taken at any annual or special meeting of stockholders of the corporation which may be taken without a meeting, without prior notice and without a vote, if consent of consents in writing setting forth the action so taken, shall be signed by the holders of the outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office, its principle place of business, or an officer or agent of the corporation having custody of the book in which the proceedings of meetings are recorded.

Indemnification of Directors and Officers

Nevada Corporation Law allows for the indemnification of officers, directors, and any corporate agents in terms sufficiently broad to indemnify such persons under certain circumstances for liabilities, including reimbursement for expenses, incurred arising under the 1933 Act. The Bylaws of the Company provide that the Company will indemnify its directors and officers to the fullest extent authorized or permitted by law and such right to indemnification will continue as to a person who has ceased to be a director or officer of the Company and will inure to the benefit of his or her heirs, executors and Consultants; provided, however, that, except for proceedings to enforce rights to indemnification, the Company will not be obligated to indemnify any director or officer in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized by the Board of Directors. The right to indemnification conferred will include the right to be paid by the Company the expenses (including attorney’s fees) incurred in defending any such proceeding in advance of its final disposition.

The Company may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses to employees and agents of the Company similar to those conferred to directors and officers of the Company. The rights to indemnification and to the advancement of expenses are subject to the requirements of the 1940 Act to the extent applicable.

Furthermore, the Company may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Company or another company against any expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under the Nevada General Corporation Law.

Board Composition

Our bylaws provide that the Board of Directors shall consist of one or more members. Each director of the Company serves for a term of one year or until a successor is elected at the Company’s annual ~~shareholders~~stockholders meeting and is qualified, subject to removal by the Company’s ~~shareholders~~stockholders. Each officer serves, at the pleasure of the Board of Directors, for a term of one year and until a successor is elected at the annual meeting of the Board of Directors and is qualified.

~~Involvement on Certain Material Legal Proceedings During the Last Five Years~~35

NoInvolvement ~~director,~~on ~~officer,~~Certain ~~significant~~Material ~~employee~~Legal orProceedings ~~consultant~~During ~~has~~the ~~been~~Last ~~convicted~~Five ~~in a criminal proceeding, exclusive of traffic violations.~~Years

No ~~bankruptcy petitions have been filed by or against any business or property of any~~ director, officer, significant employee or consultant of ~~the Company nor~~ has ~~any bankruptcy petition~~ been ~~filed~~convicted ~~against~~in a ~~partnership~~criminal orproceeding, ~~business~~exclusive ~~association~~of ~~where~~traffic ~~these persons were general partners or executive officers~~violations.

No bankruptcy petitions have been filed by or against any business or property of any director, officer, significant employee or consultant of ~~has~~the ~~been~~Company ~~permanently~~nor orhas ~~temporarily~~any ~~enjoined,~~bankruptcy ~~barred,~~petition ~~suspended~~been orfiled ~~otherwise~~against ~~limited from~~a ~~involvement~~partnership inor ~~any~~business ~~type~~association ofwhere ~~business,~~these ~~securities~~persons were general partners or ~~banking~~executive ~~activities~~officers.

No director, officer, or significant employee or consultant has been ~~convicted~~permanently ofor ~~violating~~temporarily aenjoined, ~~federal~~barred, suspended or ~~state~~otherwise limited from involvement in any type of business, securities or ~~commodities~~banking ~~law~~activities.

31No director, officer or significant employee has been convicted of violating a federal or state securities or commodities law.

Directors’ and Officers’ Liability Insurance

ADM Endeavors, Inc. does not have directors’ and officers’ liability insurance insuring our directors and officers against liability for acts or omissions in their capacities as directors or officers.

Code of Ethics

We intend to adopt a code of ethics that applies to our officers, directors and employees, including our principal executive officer and principal accounting officer, but have not done so to date due to our relatively small size. We intend to adopt a written code of ethics in the near future.

Corporate Governance & Board Independence

Our Board of Directors consists of two directors and has not established a Nominating or Governance Committees as standing committees. The Board does not have an executive committee or any committees performing a similar function. We are not currently listed on a national securities exchange or in an inter-dealer quotation system that has requirements that a majority of the board of directors be independent.

Due to our lack of operations and size, and since we are not currently listed on a national securities exchange, we are not subject to any listing requirements mandating the establishment of any particular committees; all functions of a nominating/governance committee were performed by our whole board of directors. Our board of directors intends to appoint such persons and form such committees as are required to meet the corporate governance requirements imposed by the national securities exchanges as necessary. Our board of directors does not believe that it is necessary to have such committees at the early stage of the company’s development, and our board of directors believes that the functions of such committees can be adequately performed by the members of our board of directors.

We believe that members of our board of directors are capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. We believe that retaining an independent director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated any material revenues to date.

Board Leadership Structure and the Board’s Role in Risk Oversight.

The Board of Directors is led by the Chairman who is also the controlling ~~shareholder~~stockholder. The Company has two directors, and a Chief Executive Officer and a Chief Financial Officer (roles previously filled by a single executive officer) reporting to the Board of Directors. Our structure provides the Company with multiple leaders who represent the Company to our stockholders, regulators, business partners and other stakeholders, among other reasons set forth below.

	●	This structure creates efficiency in the preparation of the meeting agendas and related Board materials as the Company’s Chief Executive Officer works directly with those individuals preparing the necessary Board materials and is more connected to the overall daily operations of the Company. Agendas are also prepared with the permitted input of the full Board of Directors allowing for any concerns or risks of any individual director to be discussed as deemed appropriate. The Board believes that the Company has benefited from this structure is in the best interest of the stockholders.

	●	The Company believes this structure allows for efficient and effective oversight, given the Company’s relatively small size, its corporate strategy and focus.

The Board of Directors does not have a specific role in risk oversight of the Company. The Chairman, President and Chief Executive Officer and other executive officers and employees of the Company provide the Board of Directors with information regarding the Company’s risks.36

~~ITEM~~The 11Board of Directors does not have a specific role in risk oversight of the Company. ~~EXECUTIVE~~The ~~COMPENSATION~~Chairman, President and Chief Executive Officer and other executive officers and employees of the Company provide the Board of Directors with information regarding the Company’s risks.

~~Our~~ITEM ~~Board of Directors has not established a separate compensation committee~~11. ~~Instead,~~EXECUTIVE the Board of Directors reviews and approves executive compensation policies and practices, reviews salaries and bonuses for our officer(s), decides on benefit plans, and considers other matters as may, from time to time, be referred to it. We do not currently have a Compensation Committee Charter. Our Board continues to emphasize the important link between our performance, which ultimately benefits all shareholders, and the compensation of our executives. Therefore, the primary goal of our executive compensation policy is to closely align the interests of the shareholders with the interests of the executive officer(s). In order to achieve this goal, we attempt to (i) offer compensation opportunities that attract and retain executives whose abilities and skills are critical to our long-term success and reward them for their efforts in ensuring our success and (ii) encourage executives to manage from the perspective of owners with an equity stake in us.COMPENSATION

32Our Board of Directors has not established a separate compensation committee. Instead, the Board of Directors reviews and approves executive compensation policies and practices, reviews salaries and bonuses for our officer(s), decides on benefit plans, and considers other matters as may, from time to time, be referred to it. We do not currently have a Compensation Committee Charter. Our Board continues to emphasize the important link between our performance, which ultimately benefits all stockholders, and the compensation of our executives. Therefore, the primary goal of our executive compensation policy is to closely align the interests of the stockholders with the interests of the executive officer(s). In order to achieve this goal, we attempt to (i) offer compensation opportunities that attract and retain executives whose abilities and skills are critical to our long-term success and reward them for their efforts in ensuring our success and (ii) encourage executives to manage from the perspective of owners with an equity stake in us.

SUMMARY COMPENSATION TABLE

											Non-		Non-
Name and Principal Position	Year		Salary		Bonus		Stock Awards		Option Awards		Non- equity Incentive Plan Compen- sation		Non- qualified Deferred Compen- sation Earnings		All Other Compen- sation		Total
											equity		qualified
				($)		($)		($)		($)		($)		($)		($)		($)
											Incentive		Deferred		All
Marc Johnson,		2025	$	250,000	$	-	$	-	$	-	$	-	$	-	$	-	$	250,000
											Plan		Compen-		Other
CEO and Director (1)		2024	$	250,000	$	-	$	-	$	-	$	-	$	-	$	-	$	250,000
Name and							Stock		Option		Compen-		sation		Compen-
Alex Archer,		2025	$	100,000	$	15,000	$	-	$	-	$	-	$	-	$	-	$	115,000
Principal Position	Year		Salary		Bonus		Awards		Awards		sation		Earnings		sation		Total
CFO		2024	$	100,000	$	15,000	$	-	$	-	$	-	$	-	$	-	$	115,000
			($)		($)		($)		($)		($)		($)		($)		($)
Marc Johnson,		2024	$	250,000	$	-	$	-	$	-	$	-	$	-	$	-	$	250,000
CEO and Director (1)		2023	$	250,000	$	-	$	-	$	-	$	-	$	-	$	-	$	250,000
Alex Archer,		2024	$	100,000	$	15,000	$	-	$	-	$	-	$	-	$	-	$	115,000
CFO		2023	$	100,000	$	15,000	$	-	$	-	$	-	$	-	$	-	$	115,000

(1) Appointed on April 19, 2018, as COO and Director. On January 8, 2020, resigned as COO and appointed as CEO.

(2) Alex Archer appointed on May 22, 2023, as CFO.

Employment Agreements

None.

Retirement

There are no annuity, pension or retirement benefits proposed to be paid to officers, directors or employees in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the Company or any of its subsidiaries, if any.

Stock Option Plans

There are no stock option plans.

Board of Directors

The Company’s Board of Director’s are not compensated for their services nor are they reimbursed for any costs incurred while performing their duties.

~~OUTSTANDING EQUITY AWARDS~~37

AsOUTSTANDING ofEQUITY ~~December 31, 2024, the following named executive officers had the following unexercised options, stock that has not vested, and equity incentive plan awards:~~AWARDS

~~Option Awards Stock Awards Name Number~~ As of ~~Securities~~December Underlying Unexercised Options # Exercisable Number of Options Unexercisable Equity Plan Awards: Number of Securities Underlying Unexercised Options Option Exercise Price Option Expiration Date Number of Shares or Units of Stock Not Vested Value of Shares or Units Market Units Not Vested Equity Incentive Plan Awards: Number of Unearned Shares Units or Other Rights Not Vested Value of Unearned Shares Units or Other Rights Not Vested Marc Johnson31, ~~CEO~~2025, ~~and~~the ~~Director~~following -named -executive -officers -had -the -following -unexercised ~~- - Alex Archer~~options, ~~CFO~~stock -that -has -not -vested, -and -equity incentive -plan ~~- -~~awards:

33Option Awards Stock Awards Name Number of Securities Underlying Unexercised Options # Exercisable Number of Options Unexercisable Equity Plan Awards: Number of Securities Underlying Unexercised Options Option Exercise Price Option Expiration Date Number of Shares or Units of Stock Not Vested Value of Shares or Units Market Units Not Vested Equity Incentive Plan Awards: Number of Unearned Shares Units or Other Rights Not Vested Value of Unearned Shares Units or Other Rights Not Vested Marc Johnson, CEO, and Director - - - - - - - - - Alex Archer, CFO - - - - - - - - -

STOCK OPTIONS

No grants of stock options or stock appreciation rights were made during the years ended December 31, ~~2024~~2025 and ~~2023~~2024.

LONG-TERM INCENTIVE PLANS

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We do not have any material bonus or profit-sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

AsThe offollowing ~~December~~table 31lists, ~~2024,~~as weof ~~had~~January ~~156~~20,~~637~~ 2026,~~143~~ the number of shares of common stock ~~issued,~~of ~~issuable~~our ~~and~~Company ~~outstanding.~~that ~~The~~are ~~following~~beneficially ~~table~~owned ~~sets~~by ~~forth information~~(i) each person or entity known to usour asCompany to be the beneficial owner of ~~December~~more ~~31,~~than ~~2024~~5% of the outstanding common stock; (ii) each officer and director of our Company; and (iii) all officers and directors as a group. Information relating to ~~the~~ beneficial ownership of ~~shares~~common stock ofby our ~~common~~principal ~~stock~~stockholders and management is based upon information furnished by: each person using beneficial ownership concepts under the rules of the Securities and Exchange Commission.

●Under these ~~each~~rules, a person ~~who~~ is ~~known~~deemed byto usbe a beneficial owner of a security if that person has or shares voting power, which includes the power to bevote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than 5%one person may be deemed to be a beneficial owner of ~~our~~the same ~~outstanding~~securities, ~~common~~and ~~stock;~~a ●person ~~each~~may ~~director;~~be ●deemed ~~each~~to ~~named~~be ~~executive~~a ~~officer;~~beneficial ~~and~~owner ●of ~~all~~securities ~~named~~as ~~executive~~to ~~officers~~which ~~and~~he ~~directors~~or she may not have any pecuniary beneficial interest. Except as anoted ~~group~~below, each person has sole voting and investment power.

Unless otherwise indicated, the business address of each person listed is in care of 5941 Posey Lane, Haltom City, TX 76117. The percentages in the table have been calculated on the basis of treating as outstanding for a particular person, all shares of our common stock outstanding on that date and all shares of our common stock issuable to that holder in the event of exercise of outstanding options, warrants, rights or conversion privileges owned by that person at that date which are exercisable within 60 days of that date. Except as otherwise indicated, the persons listed below have sole voting and investment power with respect to all shares of our common stock owned by them, except to the extent that power may be shared with a spouse.38

34The percentages below are calculated based on 158,520,409 shares of our common stock issued and outstanding as of January 20, 2026. Unless otherwise indicated, the address of each officer and director listed below is c/o ADM Endeavors, Inc., 5941 Posey Lane, Haltom City, TX 76117.

The following table sets forth certain information regarding the beneficial ownership of our common stock as of the date of this Annual Report by each person or entity known by us to be the beneficial owner of more than 5% of the outstanding shares of common stock, each of our directors and named executive officers, and all of our directors and executive officers as a group. Except as otherwise indicated, the address of each of the stockholders listed below is: 5941 Posey Lane, Haltom City, Texas 76117.

		Number of
		Shares
	Name and Address of	Beneficially		Percent
Title of Class	Beneficial Owner	Owned (1)		of Class (2)
Common Stock	Marc Johnson (3)		69,392,143		43.8	%
Common Stock	Alex Archer (4)		220,600		0.1	%
Common Stock	All directors and named executive officers as a group (2 persons)		69,612,743		43.9	%

Preferred Stock	Marc Johnson		2,000,000		100.0	%
Preferred Stock	All directors and named executive officers as a group (4 persons)		2,000,000		100.0	%

			Number of
	(1)	Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Each of the beneficial owners listed above has direct ownership of and sole voting power to the shares of the Company’s common stock.
			Shares
	(2)	As of January 20, 2026, a total of 158,520,409 shares of the Company’s common stock and 2,000,000 shares of the Company’s preferred stock are considered to be outstanding pursuant to SEC Rule 13d-3(d)(1). For each beneficial owner listed, any options exercisable within 60 days have been also included for purposes of calculating their percent of class.
		Name and Address of	Beneficially		Percent
	(3)	Consists of 47,160,000 shares of common stock held by Marc Johnson, our CEO and director, and 22,232,143 shares of common stock held in the name of M&M Real Estate, Inc. Marc Johnson has voting and dispositive power with respect to shares held in the name of M&M Real Estate, Inc., and is therefore deemed to beneficially own shares held in its name.
Title of Class		Beneficial Owner	Owned (1)		of Class (2)
	(4)	Chief Financial Officer.
Common Stock		Marc Johnson (3)		69,392,143		44.29	%
Common Stock		Alex Archer (4)		-		-
Common Stock		All directors and named executive officers as a group (2 persons)		69,392,143		44.29	%
Preferred Stock		Marc Johnson		2,000,000		100.0	%
Preferred Stock		All directors and named executive officers as a group (4 persons)		2,000,000		100.0	%

	(1)	Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Each of the beneficial owners listed above has direct ownership of and sole voting power to the shares of the Company’s common stock.
	(2)	As of December 31, 2024, a total of 156,637,143 shares of the Company’s common stock and 2,000,000 shares of the Company’s preferred stock are considered to be outstanding pursuant to SEC Rule 13d-3(d)(1). For each beneficial owner listed, any options exercisable within 60 days have been also included for purposes of calculating their percent of class.
	(3)	Consists of 47,160,000 shares of common stock held by Marc Johnson, our CEO and director, and 22,232,143 shares of common stock held in the name of M&M Real Estate, Inc. Marc Johnson has voting and dispositive power with respect to shares held in the name of M&M Real Estate, Inc., and is therefore deemed to beneficially own shares held in its name.
	(4)	Chief Financial Officer.

Changes in Control

~~Changes~~Our management is not aware of any arrangements which may result in ~~Control~~“changes in control” as that term is defined by the provisions of Item 403(c) of Regulation S-K.

~~Our management is not aware of any arrangements which may result in “changes in control” as that term is defined by the provisions of Item 403(c) of Regulation S-K.~~39

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Office Space

The majority voting ~~shareholder~~stockholder, director and officer of the Company, Marc Johnson, 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 $~~111~~94,~~000~~904 and $93111,~~595~~000 to M & M for the years ended December 31, ~~2024~~2025 and ~~2023~~2024, respectively.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Audit Fees

The aggregate audit and review fees incurred for the fiscal years ended December 31, ~~2024~~2025 and ~~2023~~2024 were $6681,~~800~~658 and $5466,~~500~~800, respectively. Such fees included work completed for our annual audit and for the review of our financial statements included in our Forms 10-K and 10-Q.

Tax Fees

For the fiscal years ended December 31, ~~2024~~2025 and ~~2023~~2024, there were $410,~~300~~000 and $34,~~200~~300 billed for services for tax compliance, tax advice, and tax planning work by our principal accountants.

35All Other Fees

~~All Other Fees~~None.

~~None.~~40

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

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)
10.8		Equity Financing Agreement, dated December 19, 2025, by and between ADM Endeavors, Inc. and GHS Investments LLC (incorporated by reference to our Current Report on Form 8-K, filed on December 23, 2025)
10.9		Registration Rights Agreement, dated December 19, 2025, by and between ADM Endeavors, Inc. and GHS Investments LLC (incorporated by reference to our Current Report on Form 8-K, filed on December 23, 2025)
31.1 (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 (1)		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 (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 (1)		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		Inline XBRL Taxonomy Extension Instance Document*
101.SCH		Inline XBRL Taxonomy Extension Schema Document*
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document*
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document*
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)*
(1)		Filed herewith.

*Pursuant to Regulation S-T, interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

3641

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

	ADM ENDEAVORS, INC.
Date: March 31, 2025	By:	/s/ Marc Johnson
Date: March 31, 2026	By:	/s/ Marc Johnson
	Name:	Marc Johnson
	Title:	Principal Executive Officer

SIGNATURE	TITLE	DATE
/s/ Marc Johnson	Director	March 31, ~~2025~~2026
Marc Johnson

3742

Filing Compare · ADM ENDEAVORS, INC.