U.S.
[X] Quarterly report under Section
[ ] Transition report pursuant2015
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(Exact
Nevada | 45-0459323 | |
(State
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☐No
Large | ☐ | Accelerated | ☐ |
Non-Accelerated Filer | ☐ | Smaller | ☒ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12(b)-212b-2 of the Exchange Act). Yes [ ] ☐Yes ☒No [ X ]
Indicate the number
TABLE OF CONTENTS | Page |
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FINANCIAL INFORMATION | |||
II. OTHER INFORMATION | |||
Item
ADM ENDEVOURS, INC. CONSOLIDATED BALANCE SHEETS | ||||||||
(Unaudited) | (Audited) | |||||||
September 30, | December 31, | |||||||
Assets: | 2014 | 2013 | ||||||
Current Assets | ||||||||
Cash | $ | 22,917 | $ | 38,879 | ||||
Total Current Assets | 22,917 | 38,879 | ||||||
Properties and Equipment, net | 33,317 | 3,068 | ||||||
Total Assets | $ | 56,234 | $ | 41,947 | ||||
Liabilities: | ||||||||
Current Liabilities | ||||||||
Accrued Expenses | $ | 150,668 | $ | 144,035 | ||||
Note Payable | 28,144 | — | ||||||
Total Current Liabilities | 178,812 | 144,035 | ||||||
Total Liabilities | 178,812 | 144,035 | ||||||
Stockholders' Deficit: | ||||||||
Preferred Stock; par value $0.001 authorized 80,000,000 | ||||||||
shares, Issued 0 shares, respectively | — | — | ||||||
Common Stock; par value $0.001 authorized 800,000,000 | ||||||||
shares, Issued 117,795,000, respectively | 117,795 | 117,795 | ||||||
Additional Paid in Capital | 12,595,705 | 12,595,705 | ||||||
Accumulated Deficit | (12,836,078 | ) | (12,815,588 | ) | ||||
Total Stockholders' Deficit | (122,578 | ) | (102,088 | ) | ||||
Total Liabilities and Stockholders' Deficit | $ | 56,234 | $ | 41,947 | ||||
September 30, 2015 | December 31, 2014 | |||||||
Assets | ||||||||
Current assets | ||||||||
Cash | $ | 24,837 | $ | 11,009 | ||||
Accounts receivable | 45,304 | - | ||||||
Prepaid consulting expense | 378,695 | - | ||||||
Total current assets | 448,836 | 11,009 | ||||||
Properties and equipment, net | 22,826 | 28,769 | ||||||
Total assets | $ | 471,662 | $ | 39,778 | ||||
Liabilities and Stockholders' Equity | ||||||||
Current liabilities | ||||||||
Accounts payable | $ | 58,626 | $ | 10,000 | ||||
Accrued salary | 126,398 | 126,198 | ||||||
Due related party | 35,206 | - | ||||||
Current portion of note payable | 4,021 | 3,899 | ||||||
Total current liabilities | 224,251 | 140,097 | ||||||
Note Payable, net of current portion | 20,006 | 23,305 | ||||||
Total liabilities | 244,257 | 163,402 | ||||||
Commitments and contingencies | ||||||||
Stockholders' Equity | ||||||||
Common stock to be issued | 556,250 | - | ||||||
Preferred stock; par value $0.001 authorized 80,000,000 shares, none issued | - | - | ||||||
Common stock; par value $0.001 authorized 800,000,000 | ||||||||
shares, issued 123,170,000 and 117,795,000, respectively | 123,170 | 117,795 | ||||||
Additional paid in capital | 13,934,080 | 12,595,705 | ||||||
Accumulated deficit | (14,386,095 | ) | (12,837,124 | ) | ||||
Total stockholders' equity (deficit) | 227,405 | (123,624 | ) | |||||
Total liabilities and stockholders' equity | $ | 471,662 | $ | 39,778 |
ADM ENDEVOURS, INC. | ||||||||||||||||
CONSOLIDATED STATEMENTS OF OPERATIONS | ||||||||||||||||
(Unaudited) | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Revenues | $ | 36,147 | $ | 44,766 | $ | 141,248 | $ | 102,030 | ||||||||
Cost of Revenues | 8,745 | 12,461 | 39,060 | 32,335 | ||||||||||||
Gross Margin | 27,402 | 32,305 | 102,188 | 69,695 | ||||||||||||
Operating Expenses: | ||||||||||||||||
General and Administrative | 10,420 | 7,067 | 53,425 | 55,778 | ||||||||||||
Consulting | — | 20,900 | — | 23,150 | ||||||||||||
Officer Compensation | 18,000 | 18,000 | 54,000 | 54,000 | ||||||||||||
Travel | 2,939 | 7,059 | 14,651 | 7,059 | ||||||||||||
Total Operating Expenses | 31,359 | 53,026 | 122,076 | 139,987 | ||||||||||||
Operating Income (Loss) | (3,957 | ) | (20,721 | ) | (19,888 | ) | (70,292 | ) | ||||||||
Other Expenses | ||||||||||||||||
Interest Expense | 296 | — | 602 | — | ||||||||||||
Total Expenses | 296 | — | 602 | — | ||||||||||||
Gain (Loss) Before Taxes | (4,253 | ) | (20,721 | ) | (20,490 | ) | (70,292 | ) | ||||||||
Income Tax Provisions | — | — | — | — | ||||||||||||
Net Income (Loss) | $ | (4,253 | ) | $ | (20,721 | ) | $ | (20,490 | ) | $ | (70,292 | ) | ||||
Gain (Loss) per Share, Basic & Diluted | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | ||||
Weighted Average Shares Outstanding | 117,795,000 | 117,795,000 | 117,795,000 | 116,496,287 | ||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||||
Revenues | $ | 67,980 | $ | 36,147 | $ | 248,459 | $ | 141,248 | ||||||||
Cost of revenues | 50,993 | 8,745 | 116,692 | 39,060 | ||||||||||||
Gross margin | 16,987 | 27,402 | 131,767 | 102,188 | ||||||||||||
Operating expenses: | ||||||||||||||||
General and Administrative | 52,409 | 10,420 | 69,847 | 53,425 | ||||||||||||
Consulting expense | 277,358 | - | 1,521,305 | - | ||||||||||||
Officer Compensation | 18,000 | 18,000 | 70,035 | 54,000 | ||||||||||||
Travel | 4,392 | 2,939 | 15,328 | 14,651 | ||||||||||||
Total operating expenses | 352,159 | 31,359 | 1,676,515 | 122,076 | ||||||||||||
Operating Income (Loss) | (335,172 | ) | (3,957 | ) | (1,544,748 | ) | (19,888 | ) | ||||||||
Other expenses | ||||||||||||||||
Interest Expense | 280 | 296 | 4,223 | 602 | ||||||||||||
Total expenses | 280 | 296 | 4,223 | 602 | ||||||||||||
Loss before taxes | (335,452 | ) | (4,253 | ) | (1,548,971 | ) | (20,490 | ) | ||||||||
Income Tax Provision | - | - | - | - | ||||||||||||
Net Income (Loss) | $ | (335,452 | ) | $ | (4,253 | ) | $ | (1,548,971 | ) | $ | (20,490 | ) | ||||
Gain (Loss) per share, basic and diluted | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.01 | ) | $ | (0.00 | ) | ||||
Weighted average shares outstanding | 123,170,000 | 117,795,000 | 120,150,054 | 117,795,000 |
ADM ENDEVOURS, INC. | ||||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||||||
(Unaudited) | ||||||||
Nine Months Ended September 30, | ||||||||
2014 | 2013 | |||||||
CASH FLOW FROM OPERATING ACTIVITIES: | ||||||||
Net Income (Loss) for the Period | $ | (20,490 | ) | $ | (70,292 | ) | ||
Adjustments to reconcile net loss to net cash | ||||||||
used by operating activities: | ||||||||
Common stock issued for services | — | 22,250 | ||||||
Depreciation | 4,776 | 689 | ||||||
Change in Operating Assets & Liabilities: | ||||||||
Increase in Accrued Expenses | 6,633 | 52,780 | ||||||
Net Cash Provided (Used) from Operating Activities | (9,081 | ) | 5,427 | |||||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
Purchase of equipment | (35,025 | ) | — | |||||
Net Cash Used by Investing Activities | (35,025 | ) | — | |||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
Proceeds from note payable | 30,015 | — | ||||||
Payments on note payable | (1,871 | ) | — | |||||
Proceeds from Shareholder Loan | — | 16,087 | ||||||
Payments on Shareholder Loan | — | (16,087 | ) | |||||
Net Cash Provided (Used) by Financing Activities | 28,144 | — | ||||||
Net (Decrease) Increase in Cash | (15,962 | ) | 5,427 | |||||
Cash at Beginning of Period | 38,879 | 11,362 | ||||||
Cash at End of Period | $ | 22,917 | $ | 16,789 | ||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||||||
Cash paid during the year for: | ||||||||
Interest | $ | 602 | $ | — | ||||
Franchise and Income Taxes | $ | — | $ | — | ||||
statements)
Common Shares | Common Stock | Common Stock To Be Issued | Additional Paid in Capital | Accumulated Deficit | Total | |||||||||||||||||||
Balance December 31, 2014 | $ | 117,795,000 | $ | 117,795 | $ | - | $ | 12,595,705 | $ | (12,837,124 | ) | $ | (123,624 | ) | ||||||||||
Stock issued for services | $ | 5,375,000 | $ | 5,375 | $ | 556,250 | $ | 1,338,375 | $ | - | $ | 1,900,000 | ||||||||||||
Net loss for the year | - | - | - | - | $ | (1,548,971 | ) | $ | (1,548,971 | ) | ||||||||||||||
Balance September 30, 2015 | $ | 123,170,000 | $ | 123,170 | $ | 556,250 | $ | 13,934,080 | $ | (14,386,095 | ) | $ | 227,405 |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER
Nine Months Ended September 30, | ||||||||
2015 | 2014 | |||||||
CASH FLOW FROM OPERATING ACTIVITES: | ||||||||
Net Loss for the period | $ | (1,548,971 | $ | (20,490 | ||||
Adjustments to reconcile net loss to net cash | ||||||||
used by operating activities: | ||||||||
Common stock issued for services | 1,521,305 | - | ||||||
Depreciation | 5,943 | 4,776 | ||||||
Change in operating assets and liabilities: | ||||||||
(Increase) in accounts receivable | (45,303 | - | ||||||
Due related party | 35,206 | - | ||||||
Increase in accounts payable and accrued salary | 48,824 | (15,714 | ) | |||||
Cash Flows provided by (used) in operating activities | 17,004 | (31,428 | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
Purchase of equipment | - | (35,025 | ||||||
Net cash used in investing activities | - | (35,025 | ||||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
Proceeds from note payable | - | 30,015 | ||||||
Payments on note payable | (3,176 | (1,871 | ||||||
Proceeds from Shareholder Loan | - | - | ||||||
Payments on Shareholder Loan | - | - | ||||||
Net cash used in financing activities | (3,176 | 28,144 | ||||||
Net increase (decrease) in cash | 13,828 | (38,309 | ||||||
Cash at beginning of period | 11,009 | 38,879 | ||||||
Cash at end of period | $ | 24,837 | $ | 570 | ||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||||||
Cash paid during the year for: | ||||||||
Interest | $ | 4,223 | $ | 602 | ||||
Franchise and income taxes | $ | - | $ | - |
(Unaudited)
In May of 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 at a par value of $0.001 per share.
The accompanying unaudited quarterly financial statements have been prepared on a basis consistent with generally accepted accounting principles in the United States (“GAAP”) for interim financial information and pursuant to the rules of the Securities and Exchange Commission, (“SEC”).and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's most recent Annual Financial Statements filed with the SEC on Form 10-K. In the opinion of management, the accompanying unaudited financial statements reflect all adjustments, consisting of only normal and recurring adjustments, necessary for a fair presentation of financial position and the results of operations financial position and cash flows for the periods presented.interim period presented have been reflected herein. The results of operations for the periodsinterim period are not necessarily indicative of the results to be expected for the full year or any future period. Theseyear. Notes to the financial statements should be readwhich would substantially duplicate the disclosures contained in conjunction with the Company’s Annual Report includedaudited financial statements for the most recent fiscal period, as reported in the Form S-1 as filed with the SEC on April 23, 2014.
It is management's opinion, however, that all material adjustments (consisting of normal and recurring adjustments)10-K, have been made which are necessary for a fair financial statements presentation.
omitted.
2014.
Commitments and contingencies
The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.
2014.
collectible.
appreciation rights and employee share purchase plans. As such, compensation cost is measured on the date of grant
at their fair value. Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant. The Company applies this statement prospectively.
Subsequent events
The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued.
2014.
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.
Reliance on Key Personnel and Consultants
The Company is heavily dependent on the continued active participation of their current executive officers, employees and key personnel. The loss of any of the senior management or key employees could significantly and negatively impact the business until adequate replacements can be identified and put in place.
NOTE 3 – SHARE EXCHANGE AGREEMENT
On July 1, 2008 the Company executed a share exchange agreement with ADM Enterprises LLC whereby the Company acquired all of the outstanding stock of ADM Enterprises LLC for 10,000,000 newly issued shares of the Company’s common stock. As a result, ADM Enterprises LLC became a wholly owned subsidiary of the Company.
The Company shares the same officers, Ardell Mees and Tammera Mees, with ADM Enterprises LLC. Since the share exchange agreement was between related parties, there was no goodwill or excess consideration recorded.
September 30, 2014 | December 31, 2013 | |||||||
Equipment | $ | 14,825 | $ | 14,825 | ||||
Automobile | 89,125 | 54,100 | ||||||
Less: Accumulated Depreciation | (70,633 | ) | (65,857 | ) | ||||
Property and Equipment, net | $ | 33,317 | $ | 3,068 |
September 30, 2015 | December 31, 2014 | |||||||
Equipment | $ | 14,825 | $ | 14,825 | ||||
Trucks | 89,125 | 89,125 | ||||||
Less: Accumulated Depreciation | (81,124 | ) | (75,181 | ) | ||||
Property and Equipment, net | $ | 22,826 | $ | 28,769 |
NOTE 6 – COMMITMENTS & CONTINGENCIES
Employment Agreement
On January 3, 2013, the Company executed a 2 year employment agreement with Ardell D. Mees, the Company’s Chief Executive Officer and Chief Financial Officer. As compensation for services, Mr. Mees is to receive an annual base salary of $72,000. For the nine months ended September 30, 2014 and 2013 the Company accrued $54,000 in compensation expense to Mr. Mees in officer compensation. In the nine months ended September 30, 2014 and 2013, the Company made cash payments to Mr. Mees against his accrued salary in the amounts of $47,547 and $0.
Free office space provided by chief executive officer
Share exchange agreement
During the nine months ended September 30, 2015, the Chief Executive Officer advanced the Company $35,206.
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 of 2013, the Company amended its
On June 5, 2013, the Company designated 80,000,000 preferred shares as Series A Convertible Preferred Stock which has the voting power equal to 100 common shares per each share of preferred stock. Each Series A Convertible Preferred Stock is convertible into 10 common shares at any time by the holder.
Preferred shares issued
On June 10, 2013, the Company issued 20,000,000 Series A Convertible Preferred Shares to its CEO, Ardell Mees, for executive services performed on behalf of the Company. On September 20, 2013, the Company canceled the 20,000,000 preferred shares to Ardell Mees. The Board of Director’s believes it is in the Company’s best interest to cancel the 20,000,000 preferred shares because they would substantially dilute the market value of the Company’s stock if converted to common shares.
Common shares issued
On June 7, 2013, the Company issued 2,250,000 shares to a Calvin Mees, a related party consultant, for various services performed which include the development of a business plan for the expansion of the Company’s operations, preparation of news releases, investor affairs, and other business related services. The shares were valued at $0.001 per share which resulted in the Company recording a consulting expense of $2,250. The consulting services provided were completed by June 30, 2013. The consultant is a related party to the Company as he is the brother of Ardell, Mees, the Company’s CEO. The Company has had no recent sales of stock for cash nor has the Company had an independent valuation of the Company’s stock price. Therefore, management valued the shares at par value $0.001.
The Company did not issue any new shares of common stock and 80,000,000 shares of preferred stock, both $0.001 par value per share. There were 123,170,000 outstanding shares of common stock and no outstanding shares of Preferred stock at September 30, 2015.
Item 2. Management’s
THE FOLLOWING DISCUSSION SHOULD BE READ TOGETHER WITH THE INFORMATION CONTAINED IN THE FINANCIAL STATEMENTS AND RELATED NOTES INCLUDED ELSEWHERE IN THIS REPORT ON FORM 10-Q.
The following discussion reflects our plan of operation. This discussion should be read in conjunction with the financial statements which are included in this Report. This discussionOperations (MD&A) contains forward-looking statements includingthat involve known and unknown risks, significant uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, or implied, by those forward-looking statements. You can identify forward-looking statements regarding our expected financial position, business and financing plans.by the use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms. These statements involve risks and uncertainties. Ourare only predictions. In evaluating these statements, you should consider various factors which may cause our actual results couldto differ materially from any forward-looking statements. Although we believe that the results describedexceptions reflected in or implied by thesethe forward-looking statements as a resultare reasonable, we cannot guarantee future results, levels of various factors, includingactivity, performance or achievements. Therefore, actual results may differ materially and adversely from those discussed below and elsewhereexpressed in this Report.
Unlessany forward-looking statements. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.
September 30, 2015 | December 31, 2014 | |||||||
Current Assets | $ | 448,836 | $ | 11,009 | ||||
Current Liabilities | 224,251 | 140,097 | ||||||
Working Capital (Deficit) | 224,585 | (129,088 | ) |
Nine months ended September 30, 2015 | Nine months ended September 30, 2014 | |||||||
Cash Flows used in Operating Activities | $ | 17,004 | $ | (9,081 | ) | |||
Cash Flows from (used in) Investing Activities | - | (5,000 | ) | |||||
Cash Flows from Financing Activities | (3,176 | ) | (1,881 | ) | ||||
Net increase (decrease) in Cash During Period | 13,828 | (15,962 | ) |
To effectuate our business plan during the next twelve months, we must increase our current customer base, as well as acquire additional employees and equipment so that we may accommodate our expanded customer base. We anticipate that we will establish an online presence to increase our market visibility and corporate recognition by the second quarter of 2014, through our websites, www.admendeavors.com and www.admenterprises.net, which are currently under construction. We believe we can establish our industry presence and stimulate interest by constructing a trade show booth to market our services when we attend annual grocer tradeshows and conventions.
Going Concern
The Company’s independent auditor included an explanatory paragraph in their audit report$248,459 compared with $141,248 for the yearsnine months ended December 31, 2013September 30, 2014. For the three months ended September 30, 2015, the company earned revenues of $67,980 compared with $36,147 ended September 30, 2014.
Resultsprior year.
Revenuesan increase of $43,442 in general and administrative costs for day-to-day operations compared to the threeprior year.
Currently, the Company has to travel to and from its only office in North Dakota to the mid-west to bid and compete for sales. The Company hopes to expand operations by opening a satellite office in the mid-western region whereby we could aggressively bid on projects easier and more efficiently. The Company also plans to mitigate the uncertainty of the U.S. economy by increasing its customer base to include mid-sized grocery chains as well.
The large national supermarket chains usually remodel their stores every (4) four to (6) six years. The Company has noticed that national chains will more typically begin remodeling projects in the second half of the year, with completion before the holiday season. The majority of the Company’s revenues are derived from Super Valu, Inc or Associated Wholesale Grocers which are 2 of many interior grocery store décor design companies. The contracts we are awarded can be anywhere from 1 week to 1 month, depending on how large the store is. It normally takes 21-30 days upon completion of projects to be paid in full.
Below is a list of planned district offices for the company and the geographical areas they will serve. Through the Company’s efforts to go public and enter the equities markets, the Company is seeking to secure additional funds from outside investors to execute its planned expanded operations in the near future. The Company has not entered into any agreements, verbal or written, with regards to securing additional funding necessary to finance planned future operations. It should be noted, that any funds raised in this offering will not go to the Company but to the CEO of the Company, Ardell Mees. In the past, Mr. Mees has funded shortfalls in capital through short term shareholder loans which bear no interest and are payable on demand. As of the date of this prospectus, there is a zero shareholder loan balance. There is currently no agreement with Mr. Mees to fund the Company with funds raised through this offering. It is estimated that each of the Company’s five targeted expansion areas will require approximately $200,000 each in startup capital for a total of $1,000,000 over a 2 year rollout period.
Cost of Revenues
The gross margin for the three months ended September 30, 2014 was 76% of sales compared to 72% for the three months ended September 30, 2013. The increase in gross margin was due to less subcontractor costs associated with major projects. The Company closely monitors its cost of revenues and anticipates the gross margin will decrease in the next two years as the Company expands operations. The Company believes once it gets a foothold in the mid-west with its proposed satellite office, it will generate higher revenues while increasing the current gross margin. Currently, the Company has a high travel cost due to the distance to jobsites and potential customers. With an investment in a satellite office, the Company will be able to lower its travel expenses. Currently, the greatest costs of revenues are subcontracting fees and travel costs to the mid-western USA where a majority of the large customers are located. The Company plans to hire and train a few select sales managers who would work out of the satellite office. They will then be closer to the action where they can efficiently oversee future projects. Currently, the executives of the Company are traveling long distances to oversee the majority of the larger job sites.
Operating Activities for the three months ended September 30, 2014 and 2013
Total operating loss for the three months ended September 30, 2014 was $3,957 as compared to the operating loss for the three months ended September 30, 2013 of $20,721 which was a decrease of $16,764. The decrease in operating loss was due to less consulting fees.
General and administrative expense were $10,420 for the three months ended September 30, 2014 as compared to $7,067 for the three months ended September 30, 2013, resulting in an increase of $3,353. The increase was due to additional costs related to administrative duties.
Consulting was $0 for the three months ended September 30, 2014 as compared to $20,900 for the three months ended September 30, 2013. The decrease in consulting fees was due to the Company not contracting with any new consultants in 2014.
Officer compensation was $18,000 for the three months ended September 30, 2014 as compared to $18,000 for the three months ended September 30, 2013. This compensation expense pertains to the employment agreement with the Company’s chief executive officer.
Travel expenses were $2 939 for the three months ended September 30, 2014 as compared to $7,059 for the three months ended September 30, 2013. The decrease in travel costs was primarily due to the contracted locations being closer to our headquarters.
Results of operations for the nine months ended June 30, 2014 and 2013
Revenues$20,490 for the nine months ended September 30, 2014 were $141,2482014.
Cost of Revenues
The gross margin for the nine months ended September 30, 2014 was 72% of sales compared to 68% for the nine months ended September 30, 2013. The increase in gross margin was due to less subcontractor costs associated with major projects. The Company closely monitors its cost of revenues and anticipates the gross margin will decrease in the next two years as the Company expands operations. The Company believes once it gets a foothold in the mid-west with its proposed satellite office, it will generate higher revenues while increasing the current gross margin. Currently, the Company has a high travel cost due to the distance to jobsites and potential customers. With an investment in a satellite office, the Company will be able to lower its travel expenses. Currently, the greatest costs of revenues are subcontracting fees and travel costs to the mid-western USA where a majority of the large customers are located. The Company plans to hire and train a few select sales managers who would work out of the satellite office. They will then be closer to the action where they can efficiently oversee future projects. Currently, the executives of the Company are traveling long distances to oversee the majority of the larger job sites.
Operating Activities fdebt or the nine months ended September 30, 2014 and 2013
Total operating loss for the nine months ended September 30, 2014 was $19,888 as compared to the operating loss for the nine months ended September 30, 2013 of $70,292 which was a decrease of $50,404. The decrease in operating loss due to higher revenues and less non-cash stock for services expense.
General and administrative expense were $53,425 for the nine months ended September 30, 2014 as compared to $55,778 for the nine months ended September 30, 2013, resulting in a decrease of $2,353. The decrease was minimal due to less cost related to administrative duties.
Consulting was $0 for the nine months ended September 30, 2014 as compared to $20,900 for the nine months ended September 30, 2013. The decrease in consulting fees was due to the Company not contracting with any new consultants in 2014.
Travel expenses were $14 651 for the nine months ended September 30, 2014 as compared to $7,059 for the nine months ended September 30, 2013. The decrease in travel costs was primarily due to the contracted locations being closer to our headquarters.
Officer compensation was $54,000 for the nine months ended September 30, 2014 as compared to $54,000 for the nine months ended September 30, 2013. This compensation expense pertains to the employment agreement with the Company’s chief executive officer.
Liquidity and Capital Resources
For the nine months ended September 30, 2014 and 2013
Our cash balance is $22,917 as of September 30, 2014 as compared to $38,879 as of December 31, 2013. Management believes it will need additional funding to support operating activities in the next twelve months if the Company is to execute its planned future operations which will require it to hire and train future sales managers to work from a satellite office in the mid-western United States. Management believes this will strategically position the Company to increase revenues while controlling travel costs.
As of September 30, 2014, total current assets were $22,917 as compared to $38,879 at December 31, 2013. The decrease of $15,962 was from the cash balance entirely.
As of September 30, 2014, total current liabilities were $178,812 as compared to $144,035 at December 31, 2013. The increase was from the accrued salary to the Company’s Chief Executive Officer and note payable.
Operating Activities
During the nine months ended September 30, 2014, net cash used by operating activities was $9,081 as compared to the net cashed provided by operating activities for the nine months ended September 30, 2013 of $5,427.
Financing Activities
During the nine months ended September 30, 2014, net cash provided byother financing activities were $28,144 which was from a $30,015 note payable executed with the purchase of an automobile and $1,871 in payments against the note payable. During the nine months ended September 30, 2013, net cash used by financing activities were $-0- which consisted of $16,087 in proceeds from shareholder loans and $16,087 in payments toward shareholder loans.
Through the Company’s efforts to go public and enter the equities markets, the Company is seeking to secure additional funds from outside investors to execute its planned expanded operations in the near future. The Company has not entered into any agreements, verbal or written, with regards to securing additional funding necessary to finance planned future operations. In the past, Mr. Mees has funded shortfalls in capital through short term shareholder loans which bear no interest and are payable on demand. As of the date of this prospectus, there is a zero shareholder loan balance. There is currently no agreement with Mr. Mees to fund the Company with funds raised through this offering. It is estimatedour operations and other activities.
Seasonality
The large national supermarket chains usually remodel their stores every (4) fourhave or are reasonably likely to (6) six years. The Company has noticed that national chains will more typically begin remodeling projects in the second half of the year, with completion before the holiday season.
Impact of Inflation
General inflation in the economy has driven the operating expenses of many businesses higher. We will continuously seek methods of reducing costs and streamlining operations while maximizing efficiency through improved internal operating procedures and controls. While we are subject to inflation as described above, our management believes that inflation currently does not have a materialcurrent or future effect on our operating results. However, inflation may become a factorfinancial condition, changes in the future.
financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.
We recognize revenue in accordance with Staff Accounting Bulletin No. 101, “Revenue Recognition in Financial Statements.” Sales are recorded when products are shipped to customers. Provisions for discounts and rebates to customers, estimated returns and allowances and other adjustments are provided forthese policies is included in the same period the related salesnotes to our financial statements. In general, management's estimates are recorded.
We evaluate our long-lived assets for financial impairment on a regular basis in accordance with Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” which evaluates the recoverability of long-lived assets not held for sale by measuring the carrying amount of the assets against the estimated discounted future cash flows associated with them. At the time such evaluations indicate that the future discounted cash flows of certain long-lived assets are not sufficient to recover the carrying value of such assets, the assets are adjusted to their fair values.
Quantitative and Qualitative Disclosures About Market Risk
We conduct all of our transactions, including those with foreign suppliers and customers, in U.S. dollars. We are therefore not directly subject to the risks of foreign currency fluctuations and do not hedge or otherwise deal in currency instruments in an attempt to minimize such risks. Demand from foreign customers and the ability or willingness of foreign suppliers to perform their obligations to us may be affected by the relative change in value of such customer or supplier’s domestic currency to the value of the U.S. dollar. Furthermore, changes in the relative value of the U.S. dollar may change the price of our products relative to the prices of our foreign competitors.
Stock-Based Compensation
We recognize compensation cost for stock-based awards based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the estimated fair value of the award on date of grant. We measure compensation cost at the grant date based on the fair value of the awardfacts and recognize compensation cost upon the probable attainment of a specified performance condition or over a service period.
circumstances. Actual results could differ from those estimates made by management.
In October 2012,
In August 2012, the FASB issued ASU 2012-03, “Technical Amendments and Corrections to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin (SAB) No. 114, Technical Amendments Pursuant to SEC Release No. 33-9250, and Corrections Related to FASB Accounting Standards Update 2010-22 (SEC Update)” in Accounting Standards Update No. 2012-03. This update amends various SEC paragraphs pursuant to the issuance of SAB No. 114. The adoption of ASU 2012-03 is not expected to have a material impact on our financial position or results of operations.
In July 2012, the FASB issued ASU 2012-02, “Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment” in Accounting Standards Update No. 2012-02. This update amends ASU 2011-08, Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment and permits an entity first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with Subtopic 350-30, Intangibles - Goodwill and Other - General Intangibles Other than Goodwill. The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted, including for annual and interim impairment tests performed as of a date before July 27, 2012, if a public entity’s financial statements for the most recent annual or interim period have not yet been issued or, for nonpublic entities, have not yet been made available for issuance. The adoption of ASU 2012-02 is not expected to have a material impact on our financial position or results of operations.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements.
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There has been no material change in our market risks since the end
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See Item 4(T) below.
Item 4(T). Controls and Procedures.
The term disclosure
The term internal control over financial reporting is defined as a process designed by, or under the supervision of, the issuer’s principal executive and principal financial officers, or persons performing similar functions, and effected by the issuer’s board of directors, management and other personnel, 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 and includes those policies and procedures that:
Our management including our chief executive officer and chief financial officer, does not expect that our disclosure controls and procedures or our internal controls over financial reporting will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of inherent limitations in all control systems, internal control over financial reporting may not prevent or detect misstatements, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the registrant have been detected. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Evaluation of Disclosure and Controls and Procedures. Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States. We carried out an evaluation under the supervision and with the participation of our management, including our chief executive officerPrincipal Executive Officer and chief financial officer,Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures aspursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of the end of the period covered by this report. The evaluation was undertaken in consultation with our accounting personnel.1934 ("Exchange Act"). Based onupon that evaluation, our chief executive officerPrincipal Executive Officer and chief financial officerPrincipal Financial Officer have concluded that our disclosure controls and procedures were not effective atas of September 30, 20142015, due to the lackmaterial weaknesses resulting from the Board of accounting personnel. We intendDirectors not currently having any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K, and controls were not designed and in place to hire additional employees when we obtain sufficient capital.
ensure that all disclosures required were originally addressed in our financial statements.
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None that have
1. | Quarterly Issuances: |
2. | Subsequent Issuances: |
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Incorporated by reference | ||||||
Exhibit | Exhibit Description | Filed herewith | Form | Period ending | Exhibit | Filing date |
3.1 | Certificate of Incorporation | S-1 | 3.1 | 10/8/2013 | ||
3.2 | By-Laws | S-1 | 3.2 | 10/8/2013 | ||
3.3 | Preferred stock designation | S-1 | 3.3 | 3/19/2014 | ||
10.1 | Share Purchase Agreement | S-1 | 10.1 | 10/8/2013 | ||
10.3 | Employment agreement with Ardell Mees dated January 3, 2011 | S-1 | 10.3 | 1/23/14 | ||
10.4 | Employment agreement with Ardell Mees dated January 3, 2013 | S-1 | 10.4 | 1/23/14 | ||
10.5 | Consulting agreement with Calvin Mees dated May 20, 2012 | S-1 | 10.5 | 1/23/14 | ||
10.6 | Consulting agreement with Calvin Mees dated May 20, 2013 | S-1 | 10.6 | 1/23/14 | ||
10.7 | Amendment to employment agreement, exhibit 10.4 | S-1 | 10.7 | 3/19/14 | ||
31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||
31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||
32.1 | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | ||||
32.2 | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | ||||
101.INS | XBRL Instance Document | X | ||||
101.SCH | XBRL Taxonomy Extension Schema Document | X | ||||
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | X | ||||
101.LAB | XBRL Taxonomy Extension Label Linkbase Document | X | ||||
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | X | ||||
101.DEF | XBRL Taxonomy Extension Definition Linkbase Definition | X | ||||
Exhibit Number | Description of Exhibit | Filing |
3.1 | Articles of Incorporation | Filed with the SEC on October 8, 2013 as part of our Registration Statement on Form S-1. |
3.2 | Bylaws | Filed with the SEC on October 8, 2013 as part of our Registration Statement on Form S-1. |
10.1 | Share Purchase Agreement | Filed with the SEC on October 8, 2013 as part of our Registration Statement on Form S-1. |
10.3 | Employment agreement with Ardell Mees dated January 3, 2011 | Filed with the SEC on January 23, 2014 as part of our Registration Statement on Form S-1. |
10.4 | Employment agreement with Ardell Mees dated January 3, 2013 | Filed with the SEC on January 23, 2014 as part of our Registration Statement on Form S-1. |
10.5 | Consulting agreement with Calvin Mees dated May 20, 2012 | Filed with the SEC on January 23, 2014 as part of our Registration Statement on Form S-1. |
10.6 | Consulting agreement with Calvin Mees dated May 20, 2013 | Filed with the SEC on January 23, 2014 as part of our Registration Statement on Form S-1. |
10.7 | Amendment to employment agreement, Exhibit 10.4 | Filed with the SEC on March 19, 2014 as part of our Registration Statement on Form S-1. |
31.1 | Certification of Principal Executive Officer Pursuant to Rule 13a-14 | Filed herewith. |
31.2 | Certification of Principal Financial Officer Pursuant to Rule 13a-14 | Filed herewith. |
32.1 | CEO and CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act | Filed herewith. |
ADM ENDEAVORS, INC.
Date: November 14, 2014.
By /s/ Ardell Mees
ADM ENDEAVORS, INC. | |||
Dated: March 8, 2016 | /s/ Ardell Mees | ||
By: Ardell Mees | |||
Its: Chief Executive Officer, Chief Financial Officer, Treasurer, and Director | |||
By /s/ Tammera Mees
Tammera Mees, Secretary, Principal Accounting Officerin the capacities and Director