Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 18, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-56047 | |
Entity Registrant Name | ADM ENDEAVORS, INC. | |
Entity Central Index Key | 0001588014 | |
Entity Tax Identification Number | 45-0459323 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 5941 Posey Lane | |
Entity Address, City or Town | Haltom City | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 76117 | |
City Area Code | (817) | |
Local Phone Number | 840-6271 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 156,537,143 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash | $ 306,144 | $ 234,235 |
Accounts receivable, net | 422,509 | 358,376 |
Inventory | 696,372 | 168,082 |
Prepaid expenses and other current assets | 30,972 | 41,366 |
Total current assets | 1,473,319 | 830,505 |
Noncurrent assets | ||
Property and equipment, net | 3,095,286 | 2,830,308 |
Right of use asset - operating lease | 34,054 | 50,664 |
Goodwill | 688,778 | 688,778 |
Total assets | 5,291,437 | 4,400,255 |
Current liabilities | ||
Accounts payable | 545,070 | 72,291 |
Accrued expenses | 410,080 | 316,349 |
Income tax payable | 7,707 | 5,859 |
Current portion of notes payable - secured | 116,667 | |
Current portion of right of use liability - operating lease | 34,619 | 33,682 |
Convertible notes payable | 106,092 | 106,092 |
Derivative liabilities | 226,606 | 307,973 |
Total current liabilities | 1,446,841 | 842,246 |
Noncurrent liabilities | ||
Right of use liability - operating lease, net current portion | 16,982 | |
Deferred tax liability | 26,460 | 26,460 |
Notes payable - secured, net of discount | 1,256,675 | 1,075,957 |
Total noncurrent liabilities | 1,283,135 | 1,119,399 |
Total liabilities | 2,729,976 | 1,961,645 |
Commitments and contingencies | ||
Stockholders’ equity | ||
Preferred stock, $0.001 par value, 80,000,000 shares authorized, 2,000,000 shares outstanding as of June 30, 2023 and December 31, 2022 | 2,000 | 2,000 |
Common stock, $0.001 par value, 800,000,000 shares authorized, 156,537,143 and 153,652,143 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively | 156,537 | 153,652 |
Additional paid-in capital | 1,430,762 | 1,317,747 |
Retained earnings | 972,162 | 965,211 |
Total stockholders’ equity | 2,561,461 | 2,438,610 |
Total liabilities and stockholders’ equity | 5,291,437 | 4,400,255 |
Related Party [Member] | ||
Current assets | ||
Other receivable, related party | $ 17,322 | $ 28,446 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 80,000,000 | 80,000,000 |
Preferred stock, shares outstanding | 2,000,000 | 2,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 800,000,000 | 800,000,000 |
Common stock, shares issued | 156,537,143 | 153,652,143 |
Common stock, shares outstanding | 156,537,143 | 153,652,143 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Revenue | ||||
Total revenue | $ 1,291,250 | $ 1,173,979 | $ 1,931,694 | $ 2,356,056 |
Operating expenses | ||||
Direct costs of revenue | 806,398 | 733,614 | 1,313,598 | 1,482,996 |
General and administrative | 389,546 | 353,915 | 664,649 | 748,244 |
Marketing and selling | 8,053 | 14,667 | 20,507 | 32,981 |
Total operating expenses | 1,203,997 | 1,102,196 | 1,998,754 | 2,264,221 |
Operating income (loss) | 87,253 | 71,783 | (67,060) | 91,835 |
Other income (expense) | ||||
Gain (loss) on change in fair value of derivative liabilities | 28,754 | 9,886 | 81,367 | 7,868 |
Other income | 2,900 | 6,780 | 4,900 | 13,540 |
Interest expense | 489 | (2,655) | (10,408) | (6,098) |
Total other income (expense) | 32,143 | 14,011 | 75,859 | 15,310 |
Income before tax provision | 119,396 | 85,794 | 8,799 | 107,145 |
Provision for income taxes | 1,848 | 15,927 | 1,848 | 20,848 |
Net income | $ 117,548 | $ 69,867 | $ 6,951 | $ 86,297 |
Net income per share - basic | $ 0 | $ 0 | $ 0 | $ 0 |
Net income per share - diluted | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average number of shares outstanding | ||||
basic | 155,766,868 | 153,652,143 | 154,715,347 | 153,652,143 |
diluted | 184,243,378 | 180,818,100 | 183,191,857 | 180,818,100 |
School Uniform [Member] | ||||
Revenue | ||||
Total revenue | $ 109,546 | $ 94,629 | $ 193,663 | $ 199,772 |
Promotional Sales [Member] | ||||
Revenue | ||||
Total revenue | $ 1,181,704 | $ 1,079,350 | $ 1,738,031 | $ 2,156,284 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2021 | $ 2,000 | $ 153,652 | $ 1,317,747 | $ 815,459 | $ 2,288,858 |
Balance, shares at Dec. 31, 2021 | 2,000,000 | 153,652,143 | |||
Net income (loss) | 16,430 | 16,430 | |||
Balance at Mar. 31, 2022 | $ 2,000 | $ 153,652 | 1,317,747 | 831,889 | 2,305,288 |
Balance, shares at Mar. 31, 2022 | 2,000,000 | 153,652,143 | |||
Balance at Dec. 31, 2021 | $ 2,000 | $ 153,652 | 1,317,747 | 815,459 | 2,288,858 |
Balance, shares at Dec. 31, 2021 | 2,000,000 | 153,652,143 | |||
Net income (loss) | 86,297 | ||||
Balance at Jun. 30, 2022 | $ 2,000 | $ 153,652 | 1,317,747 | 901,756 | 2,375,155 |
Balance, shares at Jun. 30, 2022 | 2,000,000 | 153,652,143 | |||
Balance at Mar. 31, 2022 | $ 2,000 | $ 153,652 | 1,317,747 | 831,889 | 2,305,288 |
Balance, shares at Mar. 31, 2022 | 2,000,000 | 153,652,143 | |||
Net income (loss) | 69,867 | 69,867 | |||
Balance at Jun. 30, 2022 | $ 2,000 | $ 153,652 | 1,317,747 | 901,756 | 2,375,155 |
Balance, shares at Jun. 30, 2022 | 2,000,000 | 153,652,143 | |||
Balance at Dec. 31, 2022 | $ 2,000 | $ 153,652 | 1,317,747 | 965,211 | 2,438,610 |
Balance, shares at Dec. 31, 2022 | 2,000,000 | 153,652,143 | |||
Net income (loss) | (110,597) | (110,597) | |||
Balance at Mar. 31, 2023 | $ 2,000 | $ 153,652 | 1,317,747 | 854,614 | 2,328,013 |
Balance, shares at Mar. 31, 2023 | 2,000,000 | 153,652,143 | |||
Balance at Dec. 31, 2022 | $ 2,000 | $ 153,652 | 1,317,747 | 965,211 | 2,438,610 |
Balance, shares at Dec. 31, 2022 | 2,000,000 | 153,652,143 | |||
Net income (loss) | 6,951 | ||||
Balance at Jun. 30, 2023 | $ 2,000 | $ 156,537 | 1,430,762 | 972,162 | 2,561,461 |
Balance, shares at Jun. 30, 2023 | 2,000,000 | 156,537,143 | |||
Balance at Mar. 31, 2023 | $ 2,000 | $ 153,652 | 1,317,747 | 854,614 | 2,328,013 |
Balance, shares at Mar. 31, 2023 | 2,000,000 | 153,652,143 | |||
Net income (loss) | 117,548 | 117,548 | |||
Stock-based compensation | $ 2,885 | 113,015 | 115,900 | ||
Stock-based compensation, shares | 2,885,000 | ||||
Balance at Jun. 30, 2023 | $ 2,000 | $ 156,537 | $ 1,430,762 | $ 972,162 | $ 2,561,461 |
Balance, shares at Jun. 30, 2023 | 2,000,000 | 156,537,143 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash flows from operating activities: | ||
Net income | $ 6,951 | $ 86,297 |
Adjustments to reconcile net income to net cash provided by continuing operations: | ||
Stock-based compensation | 115,900 | |
Depreciation and amortization | 32,924 | 17,534 |
Bad debt expense | 2,318 | 1,340 |
Amortization of debt discount | 4,935 | |
Amortization of right of use asset - operating lease | 16,610 | |
Change in derivative liability | (81,367) | (7,868) |
Gain on fixed assets | (2,974) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (66,451) | 260,208 |
Other receivable, related party | 11,124 | (8,971) |
Inventory | (518,290) | (161,740) |
Prepaid expenses and other assets | 10,394 | 19,604 |
Accounts payable | 472,779 | 237,697 |
Accrued expenses | 108,667 | (11,874) |
Income tax payable | 1,848 | 20,848 |
Right of use operating lease liability | (16,045) | |
Net cash provided by operating activities | 99,323 | 453,075 |
Cash flows used in investing activities | ||
Purchase of property and equipment | (171,566) | (246,600) |
Net cash used in investing activities | (171,566) | (246,600) |
Cash flows used in financing activities: | ||
Repayments on note payable | (3,126) | (162,057) |
Proceeds from note payable | 147,278 | |
Net cash provided by (used in) financing activities | 144,152 | (162,057) |
Net change in cash | 71,909 | 44,418 |
Cash at beginning of period | 234,235 | 418,413 |
Cash at end of period | 306,144 | 462,831 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 32,975 | 5,943 |
Cash paid for taxes | ||
Non-cash investing and financing activities: | ||
Capitalized loan costs | 4,661 | |
Acquisition of Innovative Impression, Inc. | $ 143,637 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS On January 4, 2001, we were incorporated in North Dakota as ADM Enterprises, Inc. On May 9, 2006, the Company changed its name to ADM Endeavors, Inc. (“ADM Endeavors,” or the “Company,” “we,” “us,” or “our”) and its domicile to the state of Nevada. On July 1, 2008, the Company acquired all of the assets of ADM Enterprises, LLC (“ADM Enterprises”), a sole proprietorship owned by Ardell and Tammera Mees, in exchange for 10,000,000 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 2,000,000 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 61 On April 27, 2023, the Company entered into an Asset Purchase Agreement with Innovative Impressions, Inc., a Texas corporation (the “Seller”), pursuant to which the Company acquired (the “Acquisition”) embroidery equipment, inventory, and related assets from the Seller for a $ 200,000 200,000 JRP is focused on being an added value reseller with concentration in embroidery, screen printing, importing and uniforms for businesses, schools and individuals in the State of Texas. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The Company follows the accrual basis of accounting in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and has a year-end of December 31. Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company’s system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented. The unaudited consolidated financial statements of the Company for the three and six month periods ended June 30, 2023 and 2022 have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Regulation S-K. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. However, such information reflects all adjustments (consisting solely of normal recurring adjustments), which are, in the opinion of management, necessary for the fair presentation of the financial position and the results of operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for a full fiscal year. The balance sheet information as of December 31, 2022, was derived from the audited financial statements included in the Company’s financial statements as of and for the year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 29, 2023. These financial statements should be read in conjunction with that report. Principles of Consolidation The accompanying unaudited consolidated financial statements include all of the accounts of the Company and its wholly owned subsidiary, JRP, at June 30, 2023. All significant intercompany balances and transactions have been eliminated. Use of Estimates The preparation of the Consolidated Financial Statements in accordance with U.S. GAAP requires management to make use of certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the Consolidated Financial Statements and the reported amounts of revenue and expenses during the reported periods. The Company bases its estimates on historical experience and on various other assumptions that management believes are reasonable under the circumstances, the results of which form the basis for making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates. Significant estimates are related to allowance for doubtful accounts, goodwill, derivative liability, stock-based compensation and deferred tax valuations. Stock-Based Compensation Stock-based compensation expense is recorded in accordance with FASB ASC Topic 718, Compensation – Stock Compensation, for stock and stock options awarded in return for services rendered. The expense is measured at the grant-date fair value of the award and recognized as compensation expense on a straight-line basis over the service period, which is the vesting period. The Company estimates forfeitures that it expects will occur and records expense based upon the number of awards expected to vest. Cash Equivalents The Company considers all highly liquid investments with an original maturity of nine months or less when purchased to be cash equivalents. At June 30, 2023, and December 31, 2022, the Company had no 250,000 41,041 Allowance for Doubtful Accounts The Company establishes an allowance for doubtful accounts to ensure trade and notes receivable are not overstated due to non-collectability. The Company’s allowance is based on a variety of factors, including age of the receivable, significant one-time events, historical experience, and other risk considerations. The Company had no 2,318 1,340 Inventory Inventory is valued at the lower of cost or net realizable value. Cost is determined using a weighted-average cost method. The Company decreases the value of inventory for estimated obsolescence equal to the difference between the cost of inventory and the estimated market value, based upon an aging analysis of the inventory on hand, specifically known inventory-related risks, and assumptions about future demand and market conditions. The Company has inventory of $ 696,372 168,082 Three vendors accounted for approximately 75 68 Derivative Instruments Derivatives are measured at their fair value on the balance sheet. In determining the appropriate fair value, the Company uses the Black-Scholes-Merton option pricing model. Changes in fair value are recorded in Other Income (Expense) of the consolidated statements of operations. Fair Value of Financial Instruments The Company measures its financial assets and liabilities in accordance with U.S. GAAP. For certain of our financial instruments, including cash, accounts payable, accrued expenses, and short-term loans the carrying amounts approximate fair value due to their short maturities. We follow accounting guidance for financial and non-financial assets and liabilities. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. This guidance does not apply to measurements related to share-based payments. This guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use. The Company adopted the provisions of FASB ASC 820 (the Fair Value Topic) which defines fair value, establishes a framework for measuring fair value under U.S. GAAP, and expands disclosures about fair value measurements. The Company had no Fixed Assets Fixed assets are recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation is computed by the straight-line method over the assets estimated useful life. Upon the sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in consolidated statements of operations. SCHEDULE OF ESTIMATED USEFUL LIVE OF FIXED ASSETS Classification Estimated Useful Lives Equipment 5 7 Leasehold improvements Shorter of useful life or lease term Furniture and fixtures 4 7 Websites 3 Goodwill Goodwill represents the excess of purchase price and related costs over the value assigned to the net tangible assets of businesses acquired. Goodwill is not amortized, but instead assessed for impairment. We perform our annual impairment review of goodwill in our fiscal fourth quarter or when a triggering event occurs between annual impairment tests. No impairment was recorded in fiscal 2023 or 2022 as a result of our qualitative assessments over our single reporting segment. The Company performs a qualitative assessment for each of its reporting units to determine if the two-step process for impairment testing is required. If the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company would then evaluate the recoverability of goodwill using a two-step impairment test approach at the reporting unit level. In the first step, the fair value for the reporting unit is compared to its book value including goodwill. In the case that the fair value of the reporting unit is less than book value, a second step is performed which compares the implied fair value of the reporting unit’s goodwill to the book value of the goodwill. The fair value for the goodwill is determined based on the difference between the fair values of the reporting unit and the net fair values of the identifiable assets and liabilities of such reporting unit. If the implied fair value of the goodwill is less than the book value, the difference is recognized as impairment. Impairment of Long-lived Assets The Company follows paragraph 360-10-05-4 of the FASB Accounting Standards Codification for its long-lived assets. The Company’s long-lived assets, such as intellectual property, are required to be reviewed for impairment annually, or whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives. The Company determined that there were no Revenue Recognition We recognize revenue for merchandise sales, net of expected returns and sales tax, at the time of in-store purchase or delivery of the product to our customer. When merchandise is shipped to our guests, we estimate receipt based on historical experience. Revenue is deferred and a liability is established for sales returns based on historical return rates and sales for the return period. We recognize an asset and corresponding adjustment to cost of sales for our right to recover returned merchandise. At each financial reporting date, we assess our estimates of expected returns, refund liabilities and return assets. For merchandise sold in our stores and online, tender is accepted at the point of sale. When we receive payment before the guest has taken possession of the merchandise, the amount received is recorded as deferred revenue until the transaction is complete. Our performance obligations for unfulfilled merchandise orders are typically satisfied within one week. Shipping and handling fees charged to guests relate to fulfilment activities and are included in net sales with the corresponding costs recorded in cost of sales. Cost of Sales Cost of sales includes the actual cost of merchandise sold and services performed; the cost of transportation of merchandise from vendors to our distribution network, stores, or customers; shipping and handling costs from our stores or distribution network to customers; and the operating cost and depreciation of our sourcing and distribution network and online fulfilment centers. Net Income per Share The Company computes basic and diluted income per share amounts pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic income per share is computed by dividing net income available to common shareholders, by the weighted average number of shares of common stock outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted income per share is computed by dividing net income available to common shareholders by the diluted weighted average number of shares of common stock during the period. The diluted weighted average number of common shares outstanding is the basic weighted number of shares adjusted as of the first day of the year for any potentially diluted debt or equity. The dilutive effect of outstanding convertible securities and preferred stock is reflected in diluted earnings per share by application of the if-converted method. The following is a reconciliation of basic and diluted earnings per common share for the three and six months ended June 30, 2023, and 2022: SCHEDULE OF EARNINGS PER SHARE BASIC AND DILUTED Numerator: 2023 2022 2023 2022 For the Three Months Ended For the Six Months Ended Basic earnings per common share June 30, June 30, Numerator: 2023 2022 2023 2022 Net income available to common shareholders $ 117,548 $ 69,867 $ 6,951 $ 86,297 Denominator: Weighted average common shares outstanding 155,766,868 153,652,143 154,715,347 153,652,143 Basic earnings per common share $ 0.00 $ 0.00 $ 0.00 $ 0.00 Diluted earnings per common share Numerator: Net income available to common shareholders $ 117,548 $ 69,867 $ 6,951 $ 86,297 Add convertible debt interest 85,600 73,973 85,600 73,973 Net income available to common shareholders $ 203,148 $ 143,840 $ 92,551 $ 160,270 Denominator: Weighted average common shares outstanding 155,766,868 153,652,143 154,715,347 153,652,143 Preferred shares 20,000,000 20,000,000 20,000,000 20,000,000 Convertible debt 8,476,510 7,165,957 8,476,510 7,165,957 Adjusted weighted average common shares outstanding 184,243,378 180,818,100 183,191,857 180,818,100 Diluted earnings per common share $ 0.00 $ 0.00 $ 0.00 $ 0.00 Income Taxes The Company accounts for income taxes in accordance with FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and loss carryforwards and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income (loss) in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rules on deferred tax assets and liabilities is recognized in operations in the year of change. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized. Tax benefits of uncertain tax positions are recognized only if it is more likely than not that the Company will be able to sustain a position taken on an income tax return. The Company has no 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 Effect of Recent Accounting Pronouncements Recently Issued Accounting Standards Not Yet Adopted The Company has reviewed all recently issued, but not yet adopted, accounting standards, in order to determine their effects, if any, on its results of operations, financial position or cash flows. Based on that review, the Company believes that no other pronouncements will have a significant effect on its financial statements. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 3 – COMMITMENTS AND CONTINGENCIES Legal Matters From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. As of August 18, 2023, there were no pending or threatened lawsuits. Franchise Agreement The Company has a franchise agreement effective February 19, 2014, expiring in February 2024 five years The Company is obligated to pay 5% of gross revenue for use of systems and manuals During the six months ended June 30, 2023, and 2022, the Company paid $ 6,944 10,275 |
FIXED ASSETS
FIXED ASSETS | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
FIXED ASSETS | NOTE 4 – FIXED ASSETS Fixed assets and finance lease right of use assets, stated at cost, less accumulated depreciation at June 30, 2023, and December 31, 2022, consisted of the following: SCHEDULE OF FIXED ASSETS AND FINANCE LEASE RIGHT OF USE ASSETS June 30, 2023 December 31, 2022 Land $ 970,455 $ 970,455 Equipment 619,863 485,958 Autos and trucks 53,029 95,246 Construction in process 1,589,490 1,413,531 Land and building – rental property 256,387 256,388 Property and equipment, gross 256,387 256,388 Less: accumulated depreciation (393,938 ) (391,270 ) Property and equipment, net $ 3,095,286 $ 2,830,308 Depreciation expense for the six months ended June 30, 2023, and 2022, was $32,924 and $17,534, respectively. |
CONVERTIBLE NOTE PAYABLE AND NO
CONVERTIBLE NOTE PAYABLE AND NOTES PAYABLE | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTE PAYABLE AND NOTES PAYABLE | NOTE 5 – CONVERTIBLE NOTE PAYABLE AND NOTES PAYABLE Convertible Notes Payable 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 53,046 March 5, 2023 The note is convertible into common stock at a price of 35 ten 8,476,510 The note balance was $ 106,092 Derivative liabilities The conversion features embedded in the convertible notes were evaluated to determine if such conversion feature should be bifurcated from its host instrument and accounted for as a freestanding derivative. In the convertible notes with variable conversion terms, the conversion feature was accounted for as a derivative liability. The derivatives associated with the term convertible notes were recognized as a discount to the debt instrument and the discount is amortized over the expected life of the notes with any excess of the derivative value over the note payable value recognized as additional interest expense at the issuance date. The following table presents information about the Company’s liabilities measured at fair value on a recurring basis and the Company’s estimated level within the fair value hierarchy of those assets and liabilities as of June 30, 2023, and December 31, 2022: SCHEDULE OF FAIR VALUE LIABILITIES MEASURED ON RECURRING BASIS Fair value at Level 1 Level 2 Level 3 June 30, 2023 Liabilities: Derivative liabilities $ - $ - $ 226,606 $ 226,606 Fair value at Level 1 Level 2 Level 3 December 31, 2022 Liabilities: Derivative liabilities $ - $ - $ 307,973 $ 307,973 As of June 30, 2023, and December 31, 2022, the derivative liability was calculated using the Black-Scholes method over the expected terms of the convertible debt and the following assumptions: volatility of 100 0.0125 0.0155 5.47 4.76 81,367 7,868 SCHEDULE OF DERIVATIVE LIABILITIES AT FAIR VALUE Fair value at December 31, 2022 $ 307,973 Gain on change in fair value of derivative liabilities (81,367 ) Fair value at June 30, 2023 $ 226,606 Notes Payable On October 25, 2022, the Company entered into a secured promissory note in the amount up of $ 4,618,960 5.5 October 25, 2032 1.00 26,458.87 94,072 4,661 32,975 1,224,771 87,686 On April 27, 2023, the Acquisition closed, and the Company issued the Note to the Seller’s principal, Robert Breese. The Company entered into a Pledge and Security Agreement with Mr. Breese (the “Security Agreement”), and the parties agreed that the Acquisition would be considered effective as of May 1, 2023. The Note does not bear interest except upon default, and it is payable in 24 equal consecutive monthly installments of $ 8,333 56,363 4,935 148,571 51,428 As of June 30, 2023, the secured notes payable balance was $ 1,373,342 1,256,675 116,667 1,075,957 1,075,957 0 |
ACCRUED EXPENSES
ACCRUED EXPENSES | 6 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES | NOTE 6 – ACCRUED EXPENSES The Company had total accrued expenses of $ 410,080 316,349 SCHEDULE OF ACCRUED EXPENSES June 30, 2023 December 31, 2022 Credit cards payable $ 227,130 $ 150,107 Accrued interest 91,815 80,949 Other accrued expenses 91,135 85,293 Total accrued expenses $ 410,080 $ 316,349 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 7 – RELATED PARTY TRANSACTIONS The majority shareholder, director and officer, is the owner of M & M Real Estate, Inc. (“M & M”). M & M leases the Haltom City, Texas facility to the Company. The monthly lease payment, under a month-to-month lease, is currently $ 6,500 45,000 44,360 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 8 – STOCKHOLDERS’ EQUITY Our Articles of Incorporation authorize the issuance of 800,000,000 80,000,000 0.001 156,537,143 153,652,143 2,000,000 Each share of preferred stock has 100 votes per share and is convertible into 10 shares of common stock On April 1, 2023, the Company entered into an investor relations agreement and issued 300,000 15,900 On April 27, 2023, the Company also entered into an Independent Consulting Agreement with Mr. Breese, pursuant to which (i) Mr. Breese will provide embroidery industry consulting and sales services to the company for an initial term of two years, and (ii) Mr. Breese will be paid 20% sales commissions and $ 100,000 2,585,000 |
CONCENTRATION OF CUSTOMERS
CONCENTRATION OF CUSTOMERS | 6 Months Ended |
Jun. 30, 2023 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATION OF CUSTOMERS | NOTE 9 – CONCENTRATION OF CUSTOMERS Concentration of Revenue For the six months ended June 30, 2023, no customer made up 10 37 Concentration of accounts receivable One customer accounted for 10 46 |
LEASE LIABILITY
LEASE LIABILITY | 6 Months Ended |
Jun. 30, 2023 | |
Lease Liability | |
LEASE LIABILITY | NOTE 10 – LEASE LIABILITY Operating Leases The Company leases office space. Leases with an initial term of 12 months or less are not recorded on the balance sheet. Leases with initial terms in excess of 12 months are recorded as operating or financing leases in our consolidated balance sheet. Lease expense is recognized on a straight-line basis over the term of the lease. For leases beginning in 2018 and later, the Company accounts for lease components separately from the non-lease components. Most leases include one or more options to renew. The exercise of the lease renewal options is at the sole discretion of the Company. The depreciable life of the assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. The Company leases approximately 18,000 On October 28, 2022, the Company entered into an operating lease that expires June 30, 2024 5.50 1.25 The following table provides the maturities of lease liabilities at June 30, 2023: SCHEDULE OF MATURITIES OF LEASE LIABILITIES Operating Lease Maturity of Lease Liability at June 30, 2023 2023 (six months remaining) $ 17,814 2024 17,814 Total future undiscounted lease payments $ 35,628 Less: Amounts representing interest (1,009 ) Present value of lease liabilities $ 34,619 |
ACQUISITION
ACQUISITION | 6 Months Ended |
Jun. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITION | NOTE 11 – ACQUISITION On April 27, 2023, the Company entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Innovative Impressions, Inc., a Texas corporation (the “Seller”), pursuant to which the Company acquired (the “Acquisition”) embroidery equipment, inventory, and related assets (the “Assets”), from the Seller for a $ 200,000 200,000 8,333 SCHEDULE OF BUSINESS ACQUISITIONS Average Fair Value Estimated Life Purchase Price: Notes payable, net of discount $ 143,637 Total purchase consideration $ 143,637 Purchase Allocation: Inventory $ 10,000 Less than 1 year Fixed assets 133,637 3 Total purchase price allocation $ 143,637 Pro-Forma Financial Information The following unaudited pro-forma data summarizes the result of the operations for the three and six ended June 30, 2023, and 2022, as if the acquisition from Innovative Impressions, Inc. (“Innovative Impressions”) had been completed on January 1, 2022. The pro-forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place on January 1, 2023, or of results that may occur in the future. SCHEDULE OF PRO FORMA FINANCIAL 2023 2022 2023 2022 For the three months ended June 30, For the six months ended June 30, 2023 2022 2023 2022 Pro Forma Pro Forma Pro Forma Pro Forma Revenue $ 1,384,912 $ 1,330,461 $ 2,232,569 $ 2,694,380 Operating income (loss) 111,738 50,029 (7,328 ) 80,186 Net income 142,033 48,113 66,683 74,648 Net income per share $ 0.00 $ 0.00 $ 0.00 $ 0.00 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company follows the accrual basis of accounting in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and has a year-end of December 31. Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company’s system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented. The unaudited consolidated financial statements of the Company for the three and six month periods ended June 30, 2023 and 2022 have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Regulation S-K. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. However, such information reflects all adjustments (consisting solely of normal recurring adjustments), which are, in the opinion of management, necessary for the fair presentation of the financial position and the results of operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for a full fiscal year. The balance sheet information as of December 31, 2022, was derived from the audited financial statements included in the Company’s financial statements as of and for the year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 29, 2023. These financial statements should be read in conjunction with that report. |
Principles of Consolidation | Principles of Consolidation The accompanying unaudited consolidated financial statements include all of the accounts of the Company and its wholly owned subsidiary, JRP, at June 30, 2023. All significant intercompany balances and transactions have been eliminated. |
Use of Estimates | Use of Estimates The preparation of the Consolidated Financial Statements in accordance with U.S. GAAP requires management to make use of certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the Consolidated Financial Statements and the reported amounts of revenue and expenses during the reported periods. The Company bases its estimates on historical experience and on various other assumptions that management believes are reasonable under the circumstances, the results of which form the basis for making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates. Significant estimates are related to allowance for doubtful accounts, goodwill, derivative liability, stock-based compensation and deferred tax valuations. |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation expense is recorded in accordance with FASB ASC Topic 718, Compensation – Stock Compensation, for stock and stock options awarded in return for services rendered. The expense is measured at the grant-date fair value of the award and recognized as compensation expense on a straight-line basis over the service period, which is the vesting period. The Company estimates forfeitures that it expects will occur and records expense based upon the number of awards expected to vest. |
Cash Equivalents | Cash Equivalents The Company considers all highly liquid investments with an original maturity of nine months or less when purchased to be cash equivalents. At June 30, 2023, and December 31, 2022, the Company had no 250,000 41,041 |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts The Company establishes an allowance for doubtful accounts to ensure trade and notes receivable are not overstated due to non-collectability. The Company’s allowance is based on a variety of factors, including age of the receivable, significant one-time events, historical experience, and other risk considerations. The Company had no 2,318 1,340 |
Inventory | Inventory Inventory is valued at the lower of cost or net realizable value. Cost is determined using a weighted-average cost method. The Company decreases the value of inventory for estimated obsolescence equal to the difference between the cost of inventory and the estimated market value, based upon an aging analysis of the inventory on hand, specifically known inventory-related risks, and assumptions about future demand and market conditions. The Company has inventory of $ 696,372 168,082 Three vendors accounted for approximately 75 68 |
Derivative Instruments | Derivative Instruments Derivatives are measured at their fair value on the balance sheet. In determining the appropriate fair value, the Company uses the Black-Scholes-Merton option pricing model. Changes in fair value are recorded in Other Income (Expense) of the consolidated statements of operations. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company measures its financial assets and liabilities in accordance with U.S. GAAP. For certain of our financial instruments, including cash, accounts payable, accrued expenses, and short-term loans the carrying amounts approximate fair value due to their short maturities. We follow accounting guidance for financial and non-financial assets and liabilities. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. This guidance does not apply to measurements related to share-based payments. This guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use. The Company adopted the provisions of FASB ASC 820 (the Fair Value Topic) which defines fair value, establishes a framework for measuring fair value under U.S. GAAP, and expands disclosures about fair value measurements. The Company had no |
Fixed Assets | Fixed Assets Fixed assets are recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation is computed by the straight-line method over the assets estimated useful life. Upon the sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in consolidated statements of operations. SCHEDULE OF ESTIMATED USEFUL LIVE OF FIXED ASSETS Classification Estimated Useful Lives Equipment 5 7 Leasehold improvements Shorter of useful life or lease term Furniture and fixtures 4 7 Websites 3 |
Goodwill | Goodwill Goodwill represents the excess of purchase price and related costs over the value assigned to the net tangible assets of businesses acquired. Goodwill is not amortized, but instead assessed for impairment. We perform our annual impairment review of goodwill in our fiscal fourth quarter or when a triggering event occurs between annual impairment tests. No impairment was recorded in fiscal 2023 or 2022 as a result of our qualitative assessments over our single reporting segment. The Company performs a qualitative assessment for each of its reporting units to determine if the two-step process for impairment testing is required. If the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company would then evaluate the recoverability of goodwill using a two-step impairment test approach at the reporting unit level. In the first step, the fair value for the reporting unit is compared to its book value including goodwill. In the case that the fair value of the reporting unit is less than book value, a second step is performed which compares the implied fair value of the reporting unit’s goodwill to the book value of the goodwill. The fair value for the goodwill is determined based on the difference between the fair values of the reporting unit and the net fair values of the identifiable assets and liabilities of such reporting unit. If the implied fair value of the goodwill is less than the book value, the difference is recognized as impairment. |
Impairment of Long-lived Assets | Impairment of Long-lived Assets The Company follows paragraph 360-10-05-4 of the FASB Accounting Standards Codification for its long-lived assets. The Company’s long-lived assets, such as intellectual property, are required to be reviewed for impairment annually, or whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives. The Company determined that there were no |
Revenue Recognition | Revenue Recognition We recognize revenue for merchandise sales, net of expected returns and sales tax, at the time of in-store purchase or delivery of the product to our customer. When merchandise is shipped to our guests, we estimate receipt based on historical experience. Revenue is deferred and a liability is established for sales returns based on historical return rates and sales for the return period. We recognize an asset and corresponding adjustment to cost of sales for our right to recover returned merchandise. At each financial reporting date, we assess our estimates of expected returns, refund liabilities and return assets. For merchandise sold in our stores and online, tender is accepted at the point of sale. When we receive payment before the guest has taken possession of the merchandise, the amount received is recorded as deferred revenue until the transaction is complete. Our performance obligations for unfulfilled merchandise orders are typically satisfied within one week. Shipping and handling fees charged to guests relate to fulfilment activities and are included in net sales with the corresponding costs recorded in cost of sales. |
Cost of Sales | Cost of Sales Cost of sales includes the actual cost of merchandise sold and services performed; the cost of transportation of merchandise from vendors to our distribution network, stores, or customers; shipping and handling costs from our stores or distribution network to customers; and the operating cost and depreciation of our sourcing and distribution network and online fulfilment centers. |
Net Income per Share | Net Income per Share The Company computes basic and diluted income per share amounts pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic income per share is computed by dividing net income available to common shareholders, by the weighted average number of shares of common stock outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted income per share is computed by dividing net income available to common shareholders by the diluted weighted average number of shares of common stock during the period. The diluted weighted average number of common shares outstanding is the basic weighted number of shares adjusted as of the first day of the year for any potentially diluted debt or equity. The dilutive effect of outstanding convertible securities and preferred stock is reflected in diluted earnings per share by application of the if-converted method. The following is a reconciliation of basic and diluted earnings per common share for the three and six months ended June 30, 2023, and 2022: SCHEDULE OF EARNINGS PER SHARE BASIC AND DILUTED Numerator: 2023 2022 2023 2022 For the Three Months Ended For the Six Months Ended Basic earnings per common share June 30, June 30, Numerator: 2023 2022 2023 2022 Net income available to common shareholders $ 117,548 $ 69,867 $ 6,951 $ 86,297 Denominator: Weighted average common shares outstanding 155,766,868 153,652,143 154,715,347 153,652,143 Basic earnings per common share $ 0.00 $ 0.00 $ 0.00 $ 0.00 Diluted earnings per common share Numerator: Net income available to common shareholders $ 117,548 $ 69,867 $ 6,951 $ 86,297 Add convertible debt interest 85,600 73,973 85,600 73,973 Net income available to common shareholders $ 203,148 $ 143,840 $ 92,551 $ 160,270 Denominator: Weighted average common shares outstanding 155,766,868 153,652,143 154,715,347 153,652,143 Preferred shares 20,000,000 20,000,000 20,000,000 20,000,000 Convertible debt 8,476,510 7,165,957 8,476,510 7,165,957 Adjusted weighted average common shares outstanding 184,243,378 180,818,100 183,191,857 180,818,100 Diluted earnings per common share $ 0.00 $ 0.00 $ 0.00 $ 0.00 |
Income Taxes | Income Taxes 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 |
Segment Information | Segment Information In accordance with the provisions of ASC 280-10, “Disclosures about Segments of an Enterprise and Related Information,” the Company is required to report financial and descriptive information about its reportable operating segments. The Company has one |
Effect of Recent Accounting Pronouncements | Effect of Recent Accounting Pronouncements Recently Issued Accounting Standards Not Yet Adopted The Company has reviewed all recently issued, but not yet adopted, accounting standards, in order to determine their effects, if any, on its results of operations, financial position or cash flows. Based on that review, the Company believes that no other pronouncements will have a significant effect on its financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
SCHEDULE OF ESTIMATED USEFUL LIVE OF FIXED ASSETS | SCHEDULE OF ESTIMATED USEFUL LIVE OF FIXED ASSETS Classification Estimated Useful Lives Equipment 5 7 Leasehold improvements Shorter of useful life or lease term Furniture and fixtures 4 7 Websites 3 |
SCHEDULE OF EARNINGS PER SHARE BASIC AND DILUTED | The following is a reconciliation of basic and diluted earnings per common share for the three and six months ended June 30, 2023, and 2022: SCHEDULE OF EARNINGS PER SHARE BASIC AND DILUTED Numerator: 2023 2022 2023 2022 For the Three Months Ended For the Six Months Ended Basic earnings per common share June 30, June 30, Numerator: 2023 2022 2023 2022 Net income available to common shareholders $ 117,548 $ 69,867 $ 6,951 $ 86,297 Denominator: Weighted average common shares outstanding 155,766,868 153,652,143 154,715,347 153,652,143 Basic earnings per common share $ 0.00 $ 0.00 $ 0.00 $ 0.00 Diluted earnings per common share Numerator: Net income available to common shareholders $ 117,548 $ 69,867 $ 6,951 $ 86,297 Add convertible debt interest 85,600 73,973 85,600 73,973 Net income available to common shareholders $ 203,148 $ 143,840 $ 92,551 $ 160,270 Denominator: Weighted average common shares outstanding 155,766,868 153,652,143 154,715,347 153,652,143 Preferred shares 20,000,000 20,000,000 20,000,000 20,000,000 Convertible debt 8,476,510 7,165,957 8,476,510 7,165,957 Adjusted weighted average common shares outstanding 184,243,378 180,818,100 183,191,857 180,818,100 Diluted earnings per common share $ 0.00 $ 0.00 $ 0.00 $ 0.00 |
FIXED ASSETS (Tables)
FIXED ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF FIXED ASSETS AND FINANCE LEASE RIGHT OF USE ASSETS | Fixed assets and finance lease right of use assets, stated at cost, less accumulated depreciation at June 30, 2023, and December 31, 2022, consisted of the following: SCHEDULE OF FIXED ASSETS AND FINANCE LEASE RIGHT OF USE ASSETS June 30, 2023 December 31, 2022 Land $ 970,455 $ 970,455 Equipment 619,863 485,958 Autos and trucks 53,029 95,246 Construction in process 1,589,490 1,413,531 Land and building – rental property 256,387 256,388 Property and equipment, gross 256,387 256,388 Less: accumulated depreciation (393,938 ) (391,270 ) Property and equipment, net $ 3,095,286 $ 2,830,308 |
CONVERTIBLE NOTE PAYABLE AND _2
CONVERTIBLE NOTE PAYABLE AND NOTES PAYABLE (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF FAIR VALUE LIABILITIES MEASURED ON RECURRING BASIS | The following table presents information about the Company’s liabilities measured at fair value on a recurring basis and the Company’s estimated level within the fair value hierarchy of those assets and liabilities as of June 30, 2023, and December 31, 2022: SCHEDULE OF FAIR VALUE LIABILITIES MEASURED ON RECURRING BASIS Fair value at Level 1 Level 2 Level 3 June 30, 2023 Liabilities: Derivative liabilities $ - $ - $ 226,606 $ 226,606 Fair value at Level 1 Level 2 Level 3 December 31, 2022 Liabilities: Derivative liabilities $ - $ - $ 307,973 $ 307,973 |
SCHEDULE OF DERIVATIVE LIABILITIES AT FAIR VALUE | SCHEDULE OF DERIVATIVE LIABILITIES AT FAIR VALUE Fair value at December 31, 2022 $ 307,973 Gain on change in fair value of derivative liabilities (81,367 ) Fair value at June 30, 2023 $ 226,606 |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCRUED EXPENSES | SCHEDULE OF ACCRUED EXPENSES June 30, 2023 December 31, 2022 Credit cards payable $ 227,130 $ 150,107 Accrued interest 91,815 80,949 Other accrued expenses 91,135 85,293 Total accrued expenses $ 410,080 $ 316,349 |
LEASE LIABILITY (Tables)
LEASE LIABILITY (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Lease Liability | |
SCHEDULE OF MATURITIES OF LEASE LIABILITIES | The following table provides the maturities of lease liabilities at June 30, 2023: SCHEDULE OF MATURITIES OF LEASE LIABILITIES Operating Lease Maturity of Lease Liability at June 30, 2023 2023 (six months remaining) $ 17,814 2024 17,814 Total future undiscounted lease payments $ 35,628 Less: Amounts representing interest (1,009 ) Present value of lease liabilities $ 34,619 |
ACQUISITION (Tables)
ACQUISITION (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
SCHEDULE OF BUSINESS ACQUISITIONS | SCHEDULE OF BUSINESS ACQUISITIONS Average Fair Value Estimated Life Purchase Price: Notes payable, net of discount $ 143,637 Total purchase consideration $ 143,637 Purchase Allocation: Inventory $ 10,000 Less than 1 year Fixed assets 133,637 3 Total purchase price allocation $ 143,637 |
SCHEDULE OF PRO FORMA FINANCIAL | SCHEDULE OF PRO FORMA FINANCIAL 2023 2022 2023 2022 For the three months ended June 30, For the six months ended June 30, 2023 2022 2023 2022 Pro Forma Pro Forma Pro Forma Pro Forma Revenue $ 1,384,912 $ 1,330,461 $ 2,232,569 $ 2,694,380 Operating income (loss) 111,738 50,029 (7,328 ) 80,186 Net income 142,033 48,113 66,683 74,648 Net income per share $ 0.00 $ 0.00 $ 0.00 $ 0.00 |
ORGANIZATION AND DESCRIPTION _2
ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative) - USD ($) | 6 Months Ended | |||
Apr. 27, 2023 | Apr. 19, 2018 | Jul. 01, 2008 | Jun. 30, 2023 | |
Preferred stock voting rights description | Each share of preferred stock has 100 votes per share and is convertible into 10 shares of common stock | |||
Innovative Impressions, Inc. [Member] | ||||
Asset acquisition purchase price | $ 200,000 | |||
Payments asset acquisition | $ 200,000 | |||
Just Right Products, Inc. [Member] | ||||
Percentage of voting interests acquired | 61% | |||
Series A Preferred Stock [Member] | Just Right Products, Inc. [Member] | ||||
Issuance of restricted shares | 2,000,000 | |||
Preferred stock voting rights description | Each share of the Series A preferred stock is convertible into ten shares of common stock, and each share has 100 votes on a fully diluted basis | |||
Just Right Products, Inc. [Member] | Series A Preferred Stock [Member] | ||||
Ownership percentage | 100% | |||
Common Stock [Member] | ||||
Shares issued for assets acquired | 10,000,000 |
SCHEDULE OF ESTIMATED USEFUL LI
SCHEDULE OF ESTIMATED USEFUL LIVE OF FIXED ASSETS (Details) | Jun. 30, 2023 |
Property, Plant and Equipment [Line Items] | |
Property, Plant, and Equipment, Useful Life, Term, Description [Extensible Enumeration] | Useful Life, Lease Term [Member] |
Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Fixed assets estimated useful life | 5 years |
Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Fixed assets estimated useful life | 7 years |
Furniture and Fixtures [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Fixed assets estimated useful life | 4 years |
Furniture and Fixtures [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Fixed assets estimated useful life | 7 years |
Websites [Member] | |
Property, Plant and Equipment [Line Items] | |
Fixed assets estimated useful life | 3 years |
SCHEDULE OF EARNINGS PER SHARE
SCHEDULE OF EARNINGS PER SHARE BASIC AND DILUTED (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Basic earnings per common share | ||||||
Net income available to common shareholders | $ 117,548 | $ 69,867 | $ 6,951 | $ 86,297 | ||
Weighted average common shares outstanding | 155,766,868 | 153,652,143 | 154,715,347 | 153,652,143 | ||
Basic earnings per common share | $ 0 | $ 0 | $ 0 | $ 0 | ||
Diluted earnings per common share | ||||||
Net income available to common shareholders | $ 117,548 | $ (110,597) | $ 69,867 | $ 16,430 | $ 6,951 | $ 86,297 |
Add convertible debt interest | 85,600 | 73,973 | 85,600 | 73,973 | ||
Net income available to common shareholders | $ 203,148 | $ 143,840 | $ 92,551 | $ 160,270 | ||
Preferred shares | 20,000,000 | 20,000,000 | 20,000,000 | 20,000,000 | ||
Convertible debt | 8,476,510 | 7,165,957 | 8,476,510 | 7,165,957 | ||
Adjusted weighted average common shares outstanding | 184,243,378 | 180,818,100 | 183,191,857 | 180,818,100 | ||
Diluted earnings per common share | $ 0 | $ 0 | $ 0 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 USD ($) Segment | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) Segment | |
Product Information [Line Items] | |||
Cash | $ 0 | $ 0 | |
Cash FDIC insured limit | 250,000 | ||
Cash insured amount | 41,041 | ||
Allowance for doubtful accounts receivable | 0 | 0 | |
Bad debt expenses | 2,318 | $ 1,340 | |
Inventory | 696,372 | 168,082 | |
Assets or liabilities other than derivative liabilities measured at fair value | 0 | 0 | |
Impairments of long-lived assets | 0 | 0 | |
Unrecognized tax benefits | $ 0 | $ 0 | |
Number of reporting segments | Segment | 1 | 1 | |
Revenue Benchmark [Member] | Supplier Concentration Risk [Member] | Three Vendors [Member] | |||
Product Information [Line Items] | |||
Concentration risk, percentage | 75% | 68% |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - Franchise Agreement [Member] - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Lease expiration date | February 2024 | |
Lease term | 5 years | |
Lease description | The Company is obligated to pay 5% of gross revenue for use of systems and manuals | |
Amount paid under agreement | $ 6,944 | $ 10,275 |
SCHEDULE OF FIXED ASSETS AND FI
SCHEDULE OF FIXED ASSETS AND FINANCE LEASE RIGHT OF USE ASSETS (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Less: accumulated depreciation | $ (393,938) | $ (391,270) |
Property and equipment, net | 3,095,286 | 2,830,308 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 970,455 | 970,455 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 619,863 | 485,958 |
Autos And Trucks [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 53,029 | 95,246 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,589,490 | 1,413,531 |
Land and Building - Rental Property [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 256,387 | $ 256,388 |
SCHEDULE OF FAIR VALUE LIABILIT
SCHEDULE OF FAIR VALUE LIABILITIES MEASURED ON RECURRING BASIS (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Platform Operator, Crypto-Asset [Line Items] | ||
Derivative liabilities | $ 226,606 | $ 307,973 |
Fair Value, Inputs, Level 1 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Derivative liabilities | ||
Fair Value, Inputs, Level 2 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Derivative liabilities | ||
Fair Value, Inputs, Level 3 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Derivative liabilities | $ 226,606 | $ 307,973 |
SCHEDULE OF DERIVATIVE LIABILIT
SCHEDULE OF DERIVATIVE LIABILITIES AT FAIR VALUE (Details) | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Debt Disclosure [Abstract] | |
Fair value, beginning | $ 307,973 |
Gain loss on change in fair value of derivative liabilities | (81,367) |
Fair value, ending | $ 226,606 |
CONVERTIBLE NOTE PAYABLE AND _3
CONVERTIBLE NOTE PAYABLE AND NOTES PAYABLE (Details Narrative) | 6 Months Ended | 12 Months Ended | |||||
Apr. 27, 2023 USD ($) | Oct. 25, 2022 USD ($) | Apr. 01, 2018 USD ($) | Jun. 30, 2023 USD ($) Days $ / shares shares | Jun. 30, 2022 USD ($) | Dec. 31, 2018 USD ($) | Dec. 31, 2022 USD ($) $ / shares | |
Debt Instrument [Line Items] | |||||||
Proceeds from convertible debt | $ 106,092 | ||||||
Debt instrument fee amount | $ 53,046 | ||||||
Debt instrument maturity date | Mar. 05, 2023 | ||||||
Conversion of debt into stock | 35% | ||||||
Debt trading days | Days | 10 | ||||||
Convertible debt coverted into shares | shares | 8,476,510 | ||||||
Note balance | $ 106,092 | $ 106,092 | |||||
Change in fair value of derivative liability | 81,367 | $ 7,868 | |||||
Secured notes payable | 1,373,342 | 1,075,957 | |||||
Long term notes payable | 1,256,675 | 1,075,957 | |||||
Notes payable current | 116,667 | ||||||
Secured Debt [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Secured debt | $ 4,618,960 | ||||||
Debt instrument interest rate | 5.50% | ||||||
Notes payable due date | Oct. 25, 2032 | ||||||
Loan monthly payment | $ 26,458.87 | ||||||
Loan cost recorded as debt discount | $ 94,072 | ||||||
Loan costs | 4,661 | ||||||
Interest related to note | 32,975 | ||||||
Notes payable - secured, net of current portion | 1,224,771 | ||||||
Debt discount amount | 87,686 | ||||||
Secured Debt [Member] | Security Agreement [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Loan monthly payment | $ 8,333 | ||||||
Loan cost recorded as debt discount | $ 56,363 | ||||||
Loan costs | 4,935 | ||||||
Notes payable - secured, net of current portion | 148,571 | ||||||
Debt discount amount | $ 51,428 | ||||||
Secured Debt [Member] | October 25, 2027 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Adjusted rate | 1% | ||||||
Measurement Input, Option Volatility [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Percentage of embedded derivative liability measurement input | 100 | 100 | |||||
Measurement Input, Exercise Price [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Exercise price | $ / shares | $ 0.0125 | $ 0.0155 | |||||
Measurement Input, Risk Free Interest Rate [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Percentage of embedded derivative liability measurement input | 5.47 | 4.76 |
SCHEDULE OF ACCRUED EXPENSES (D
SCHEDULE OF ACCRUED EXPENSES (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Credit cards payable | $ 227,130 | $ 150,107 |
Accrued interest | 91,815 | 80,949 |
Other accrued expenses | 91,135 | 85,293 |
Total accrued expenses | $ 410,080 | $ 316,349 |
ACCRUED EXPENSES (Details Narra
ACCRUED EXPENSES (Details Narrative) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accrued expenses | $ 410,080 | $ 316,349 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
M & M Real Estate, Inc. [Member] | ||
Equipment expense | $ 45,000 | $ 44,360 |
Haltom City [Member] | ||
Operating lease payments | $ 6,500 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 6 Months Ended | |||
Apr. 27, 2023 | Apr. 01, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Common stock shares authorized | 800,000,000 | 800,000,000 | ||
Preferred stock shares authorized | 80,000,000 | 80,000,000 | ||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||
Common stock shares outstanding | 156,537,143 | 153,652,143 | ||
Preferred stock shares outstanding | 2,000,000 | 2,000,000 | ||
Preferred stock, voting rights | Each share of preferred stock has 100 votes per share and is convertible into 10 shares of common stock | |||
Issued for service value | $ 100,000 | |||
Number of shares issued for services | 2,585,000 | |||
Common Stock [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Common stock shares issued | 300,000 | |||
Common stock issued value | $ 15,900 |
CONCENTRATION OF CUSTOMERS (Det
CONCENTRATION OF CUSTOMERS (Details Narrative) - Customer Concentration Risk [Member] | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Sales Revenues Net [Member] | No Customer [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 10% | ||
Sales Revenues Net [Member] | One Customer [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 37% | ||
Accounts Receivable [Member] | One Customer [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 10% | ||
Accounts Receivable [Member] | Two Customers [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 46% |
SCHEDULE OF MATURITIES OF LEASE
SCHEDULE OF MATURITIES OF LEASE LIABILITIES (Details) | Jun. 30, 2023 USD ($) |
Lease Liability | |
2023 (six months remaining) | $ 17,814 |
2024 | 17,814 |
Total future undiscounted lease payments | 35,628 |
Less: Amounts representing interest | (1,009) |
Present value of lease liabilities | $ 34,619 |
LEASE LIABILITY (Details Narrat
LEASE LIABILITY (Details Narrative) - ft² | Oct. 28, 2022 | Jun. 30, 2023 |
Operating lease, expires | Jun. 30, 2024 | |
Operating lease dicount rate | 5.50% | |
Lease remaining lease term | 1 year 3 months | |
Haltom City [Member] | ||
Office area | 18,000 |
SCHEDULE OF BUSINESS ACQUISITIO
SCHEDULE OF BUSINESS ACQUISITIONS (Details) - Innovative Impressions, Inc. [Member] | Apr. 27, 2023 USD ($) |
Business Acquisition [Line Items] | |
Notes payable, net of discount | $ 143,637 |
Total purchase consideration | 143,637 |
Inventory | $ 10,000 |
Estimated life | Less than 1 year |
Fixed assets | $ 133,637 |
Estimated life | 3 years |
Total purchase price allocation | $ 143,637 |
SCHEDULE OF PRO FORMA FINANCIAL
SCHEDULE OF PRO FORMA FINANCIAL (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | ||||
Revenue | $ 1,384,912 | $ 1,330,461 | $ 2,232,569 | $ 2,694,380 |
Operating income (loss) | 111,738 | 50,029 | (7,328) | 80,186 |
Net income | $ 142,033 | $ 48,113 | $ 66,683 | $ 74,648 |
Net income per share | $ 0 | $ 0 | $ 0 | $ 0 |
ACQUISITION (Details Narrative)
ACQUISITION (Details Narrative) - Innovative Impressions, Inc. [Member] | Apr. 27, 2023 USD ($) |
Asset Acquisition [Line Items] | |
Asset acquisition purchase price | $ 200,000 |
Payments asset acquisition | 200,000 |
Monthly installments | $ 8,333 |