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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

~~UNDER~~ADM ~~THE~~Endeavors, ~~SECURITIES ACT OF 1933~~Inc.

~~ADM~~(Exact ~~ENDEAVORS,~~name ~~INC.~~of registrant as specified in its charter)

(Name of small business issuer in its charter)

Nevada		7310		45-0459323
(State of Incorporation)		(Primary Standard Industrial Classification Number)		(IRS Employer Identification Number)

Nevada		1700		45-0459323
(State or jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

5941 Posey Lane

~~2021~~Haltom ~~N 3rd St.~~City, ~~Bismarck,~~TX ~~ND 58501~~76117

~~Phone:~~ (~~701~~817) ~~226~~ 840-~~9058~~6271

(Address, including zip code, and telephone number, ofincluding ~~principal~~area ~~executive offices and place of business)~~code,

~~Ardell~~of ~~Mees~~registrant’s principal executive offices)

~~Chief~~Marc ~~Executive Officer~~Johnson

~~2021~~ADM ~~N 3rd St.~~Endeavors, ~~Bismarck, ND 58501~~Inc.

~~Phone:~~5941 ~~(701)~~Posey ~~226-9058~~Lane

~~(Name,~~Haltom ~~address~~City, ~~and~~TX ~~telephone number of agent for service)~~76117

~~Copies~~(817) ~~of all communications to:~~840-6271

(Name, Address, Including Zip Code, and Telephone Number,

Including Area Code, of Agent for Service)

With copies to:

Lance Brunson, Esq.

Chase Chandler, Esq.

Brunson Chandler & Jones, PLLC

~~175~~Walker S.Center, ~~Main~~14th ~~Street~~Floor

~~Suite~~175 S. Main Street, Suite 1410

Salt Lake City, UT 84111

~~Phone~~Telephone: (801) 303-~~5730~~5737

~~Fax:~~Approximate ~~(801)~~date ~~355-3005~~of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.

~~The~~If ~~registrant~~any ~~hereby~~of ~~amends~~the ~~this~~securities ~~Registration~~being ~~Statement~~registered on ~~such~~this ~~date~~Form orare ~~dates~~to ~~as may~~ be ~~necessary~~offered toon ~~delay its effective date until the registrant shall file~~ a ~~further~~delayed ~~amendment~~or ~~that~~continuous ~~specifically~~basis ~~states~~pursuant ~~that~~to ~~this~~Rule ~~Registration~~415 ~~Statement~~under ~~shall thereafter become effective in accordance with Section 8(a) of~~ the Securities Act of 1933, ascheck ~~amended, or until~~ the ~~Registration~~following ~~Statement~~box: ~~shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.~~☒

~~Approximate~~If ~~date~~this ofform ~~proposed~~is ~~sale~~filed to ~~the~~register ~~public:~~additional ~~The~~securities ~~proposed~~for ~~date~~an ofoffering ~~sale~~pursuant ~~will~~to beRule as462(b) ~~soon~~under asthe ~~practicable~~Securities ~~after~~Act, check the ~~Registration Statement~~following ~~becomes~~box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If ~~any~~this ofform ~~the~~is ~~securities~~a ~~being~~post-effective ~~registered~~amendment onfiled ~~this~~pursuant ~~Form are~~ to beRule ~~offered~~462(c) onunder athe ~~delayed~~Securities orAct, ~~continuous~~check ~~basis~~the ~~pursuant~~following tobox ~~Rule~~and ~~415~~list ~~under~~ the Securities Act registration statement number of ~~1933,~~the ~~check~~earlier effective registration statement for the ~~following~~same ~~box~~offering. ~~[X]~~☐

If this ~~Form~~form is ~~filed~~a topost-effective ~~register~~amendment ~~additional~~filed ~~securities for an offering~~ pursuant to Rule 462(bd) under the Securities Act, ~~please~~ check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ~~[ ]~~☐

IfIndicate ~~this~~by ~~Form~~check mark whether the registrant is a ~~post-effective~~large ~~amendment~~accelerated ~~filed~~filer, ~~pursuant~~an toaccelerated ~~Rule~~filer, ~~462(c)~~a ~~under~~non-accelerated ~~the~~filer, ~~Securities~~smaller ~~Act~~reporting company, or ~~check~~an ~~the~~emerging ~~following~~growth ~~box~~company. ~~and~~See ~~list~~ the ~~Securities~~definitions ~~Act~~of ~~registration~~“large ~~statement~~accelerated ~~number~~filer,” of“accelerated ~~the~~filer,” ~~earlier~~“smaller reporting ~~effective~~company,” ~~registration~~and ~~statement~~“emerging ~~for~~growth company” in Rule 12b-2 of the ~~same~~Exchange ~~offering~~Act. ~~[ ]~~

~~If this~~Large ~~Form~~accelerated isfiler a☐ ~~post-effective~~Accelerated ~~amendment~~filer ~~filed~~☐ ~~pursuant~~Non-accelerated tofiler ~~Rule~~☒ ~~462(d)~~Smaller ~~under~~reporting ~~the~~company ~~Securities~~☒ ~~Act,~~Emerging ~~check~~growth ~~the~~company ~~following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]~~☐

If ~~delivery~~an ofemerging growth company, indicate by check mark if the ~~Prospectus~~registrant ishas ~~expected~~elected not to beuse ~~made~~the extended transition period for complying with any new or revised financial accounting standards provided pursuant to ~~Rule~~Section ~~434,~~7(a)(2)(B) ~~please~~of ~~check~~ the ~~following~~Securities ~~box~~Act. ~~[ ]~~☐

~~Indicate~~The byregistrant ~~check~~hereby ~~mark~~amends ~~whether~~this ~~the~~registration statement on such date or dates as may be necessary to delay its effective date until the registrant isshall file a ~~large~~further ~~accelerated~~amendment ~~filer,~~which anspecifically ~~accelerated~~states ~~filer,~~that athis ~~non-accelerated~~registration ~~filer,~~statement orshall athereafter ~~smaller~~become effective ~~reporting~~in ~~Company.~~accordance ~~See~~with Section 8(a) of the ~~definitions~~Securities Act of ~~“large~~1933, ~~accelerated~~as ~~filer~~amended,” ~~“accelerated~~or ~~filer”~~until ~~and~~this ~~“smaller reporting~~registration ~~Company”~~statement inshall ~~Rule~~become ~~12b-2~~effective on ofsuch date as the Securities and Exchange ~~Act.~~Commission, ~~(Check~~acting ~~one~~pursuant to said Section 8(a):, may determine.

~~Large~~The information ~~accelerated~~in ~~filer~~this [prospectus ]is ~~Accelerated~~not ~~filer~~complete [and ]may ~~Non-accelerated~~be ~~filer~~changed. ~~(Do~~We may not ~~check~~sell ifthese asecurities ~~smaller~~until ~~reporting~~the ~~company)~~registration [statement filed ]with ~~Smaller~~the ~~reporting~~Securities ~~company~~and [Exchange ]Commission is effective. This prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

~~CALCULATION~~SUBJECT OFTO ~~REGISTRATION~~COMPLETION, ~~FEE~~DATED JANUARY 23, 2026

Title of each class of Securities to be Registered	Amount of Shares to be Registered		Proposed Maximum offering Price per share (2)		Proposed Maximum Aggregate offering Price (2)		Amount of Registration Fee (1)
Common Stock		3,113,000	$	0.10	$	311,300	$	36.08
Total					$	311,300	$	36.08

(1) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”). Our common stock is not traded and any national exchange and in accordance with Rule 457, the offering price was determined by factors such as the lack of liquidity (since there is no present market for our stock) and the high level of risk inherent in this sort of offering. The selling shareholders may sell shares of our common stock at a fixed price of $0.10 per share until our shares are quoted on the over-the-counter markets and thereafter at prevailing market prices or privately negotiated prices. There can be no assurance that a market maker will agree to file the necessary documents with the Financial Industry Regulatory Authority (“FINRA”), nor can there be any assurance that such an application for quotation will be approved. We have agreed to bear the expenses relating to the registration of the shares for the selling security holders. The fee is calculated by multiplying the aggregate offering amount by 0.0001159 pursuant to Section 6(b) of the Securities Act of 1933.

(2) The offering price was arbitrarily determined by ADM Endeavors, Inc. and bears no relationship to any objective criterion of value. The price does not bear any relationship to our assets, book value, historical earnings or net worth.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion

Dated September __, 2017

PROSPECTUS

ADM ENDEAVORS, INC.

329,~~113~~000,000 ~~Shares of~~ Common ~~Stock~~Shares

~~This~~The ~~prospectus~~selling ~~relates~~stockholder toidentified ~~the~~in ~~offer~~this ~~for~~prospectus ~~sale~~may ofoffer upan toindeterminate ~~3,113,000~~number of shares of ~~our~~ common stock byof ~~certain~~ADM ~~existing~~Endeavors, ~~holders~~Inc. (“ADM” ofor the ~~common stock~~“Company”), which will consist of ~~ADM~~up ~~Endeavors,~~to ~~Inc.~~29,000,000 ~~referred~~shares of common stock to asbe ~~“Selling~~sold ~~Shareholders”~~by ~~throughout~~GHS ~~this~~Investments LLC ~~document.~~(“GHS”), ~~The~~pursuant ~~total~~to ~~number~~an ~~of shares~~Equity ~~registered~~Financing inAgreement ~~this~~(the ~~prospectus~~“Financing isAgreement”) ~~3,113,000~~dated ~~shares.~~December We19, ~~will~~2025, ~~not~~by and ~~receive~~between ~~any~~GHS ofand the ~~proceeds~~Company. ~~from~~If issued presently, the ~~sale~~29,000,000 shares of ~~these~~common ~~shares. The~~stock ~~shares~~registered ~~were~~for ~~acquired~~resale by ~~the~~GHS ~~Selling~~would ~~Shareholders~~represent 15.5% ~~directly~~of ~~from~~our usissued inand ~~private~~outstanding ~~offerings~~shares of ~~our~~ common stock ~~that~~as ~~was~~of ~~exempt from~~January ~~registration~~20, ~~under the securities laws~~2026.

~~Our~~The ~~common~~selling ~~stock~~stockholder ismay ~~presently~~sell ~~not~~all ~~traded on any market~~ or ~~securities~~a ~~exchange.~~portion ~~The offering price~~ of ~~$0.10 per common share may not reflect~~ the ~~market price of our~~ shares ~~after~~being ~~the~~offered ~~offering.~~pursuant ~~There~~to ~~can~~this beprospectus noat ~~assurance~~fixed ~~that~~prices ~~the~~and ~~offering price bears any relation~~prevailing ~~to the current fair~~ market ~~value~~prices ofat the ~~Common~~time ~~Stock. We anticipate applying for trading~~ of ~~our common stock on the over-the-counter (OTC) markets. We have not currently engaged a market maker to assist us to apply for quotation on the OTC Markets~~sale, ~~and~~at wevarying ~~are not able to determine the length of time that such an application process will take. Such a time frame is dependent on comments we receive~~prices, ifor ~~any,~~at ~~from~~negotiated ~~FINRA regarding our Form 211 application~~prices.

~~Therefore,~~We ~~purchasers~~will not receive any proceeds from the sale of ~~our~~the shares ~~registered~~of ~~hereunder~~our ~~may~~common bestock ~~unable~~by toGHS. ~~sell~~However, ~~their~~we ~~securities,~~will ~~because~~receive ~~there~~proceeds ~~may~~from ~~not~~our beinitial sale aof ~~public~~shares ~~market for~~to ~~our~~GHS ~~securities~~pursuant to the Financing Agreement. AsWe awill ~~result,~~sell ~~you~~shares ~~may~~to ~~find~~GHS itat ~~more~~a ~~difficult~~price equal to ~~dispose~~80% of, orthe ~~obtain~~lowest ~~accurate~~trading ~~quotes~~ price of our common stock~~. Any~~ ~~purchasers~~during ofthe ~~our~~ten ~~securities~~(10) ~~should~~consecutive betrading inday aperiod ~~financial~~preceding ~~position~~on tothe ~~bear~~date ~~the~~on ~~risks~~which ofwe ~~losing~~deliver ~~their~~a ~~entire~~put ~~investment~~notice to GHS (the “Market Price”).

~~The~~GHS ~~Selling~~is ~~Shareholders~~an ~~will~~underwriter ~~sell~~within the ~~shares~~meaning ~~from~~of ~~time~~the toSecurities ~~time~~Act ~~through~~of ~~independent~~1933, ~~brokerage~~and ~~firms~~any broker-dealers or agents that are involved in selling the shares ~~over-~~may be deemed to be “underwriters” within the~~-counter~~ ~~market at~~meaning $0of the Securities Act of 1933 in connection with such sales.10 In ~~per~~such ~~share~~event, ~~until~~any ~~the~~commissions ~~shares~~received ~~are~~by ~~quoted~~such onbroker-dealers ~~the~~or ~~OTC~~agents ~~markets,~~and inany ~~which~~profit ~~case~~on the resale of the shares ~~will~~purchased by them may be ~~sold~~deemed atto ~~market~~be ~~prices~~underwriting ~~prevailing at~~commissions or discounts under the ~~time~~Securities Act of ~~sale~~1933.

ANOur ~~INVESTMENT~~common INstock ~~OUR~~is ~~COMMON~~traded ~~STOCK~~on ~~INVOLVES~~the AOTC ~~HIGH~~Link ~~DEGREE~~ATS OF(alternative ~~RISK~~trading system) (“OTC Markets”) under the symbol “ADMQ”. On January 20, 2026, the last reported sale price for our common stock was $0.04 per share.

~~Please~~Prior ~~refer~~ to ~~“Risk~~this ~~Factors”~~offering, inthere ~~this~~has ~~prospectus~~been ~~for~~a ~~details~~very ~~regarding~~limited ~~the~~market ~~risks~~for ~~related~~our tosecurities. While our ~~financial~~common ~~condition~~stock ~~and~~is quoted for trading on the OTC Markets, ~~business~~there ~~model~~has been negligible trading volume. There is no guarantee that an active trading market will develop in our securities.

~~Neither~~This offering is highly speculative, and these securities involve a high degree of risk and should be considered only by persons who can afford the loss of their entire investment. See “Risk Factors” beginning on page 6. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the ~~adequacy~~accuracy or ~~accuracy~~adequacy of this prospectus. Any representation to the contrary is a criminal offense.

~~THE~~The ~~UNITED~~date ~~STATES~~of ~~SECURITIES~~this ~~AND~~prospectus ~~EXCHANGE~~is ~~COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING~~________________, ~~NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SELLING LITERATURE~~2026.

~~The~~Table ~~information~~of in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.Contents

~~This~~The ~~Prospectus~~following istable ~~dated~~of ~~September~~contents ~~__,~~has ~~2017~~been designed to help you find information contained in this prospectus. We encourage you to read the entire prospectus.

SUMMARY INFORMATION AND RISK FACTORS	4
USE OF PROCEEDS	13
DETERMINATION OF OFFERING PRICE	13
DILUTION	13
SELLING SECURITY HOLDER	13
PLAN OF DISTRIBUTION	15
DESCRIPTION OF SECURITIES	17
INTERESTS OF NAMED EXPERTS AND COUNSEL	18
INFORMATION WITH RESPECT TO THE REGISTRANT	19
MARKET PRICE AND DIVIDEND INFORMATION	21
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	22
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS	27
EXECUTIVE COMPENSATION	30
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	31
RELATED PARTY TRANSACTIONS	31
FINANCIAL STATEMENTS	F-1

TABLE OF CONTENTS

	Page
SUMMARY INFORMATION AND RISK FACTORS	4
USE OF PROCEEDS	14
DETERMINATION OF OFFERING PRICE	14
DILUTION	14
SELLING SECURITY HOLDERS	14
PLAN OF DISTRIBUTION	17
DESCRIPTION OF SECURITIES	22
INTERESTS OF NAMED EXPERTS AND COUNSEL	23
INFORMATION WITH ADM ENDEAVORS, INC.	24
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITIES	34
FINANCIAL STATEMENTS	35
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION	53
INDEMNIFICATION OF DIRECTORS AND OFFICERS	53
RECENT SALES OF UNREGISTERED SECURITIES	55
EXHIBITS	56
UNDERTAKINGS	56

~~You~~We ~~should~~have ~~rely~~not ~~only~~authorized onany ~~the~~person ~~information~~to ~~contained~~give inyou ~~this~~any ~~Prospectus.~~supplemental Weinformation ~~have~~or ~~not~~to ~~authorized~~make ~~anyone~~any torepresentations ~~provide~~for ~~you~~us. ~~with~~You ~~different~~should not rely upon any information. Weabout ~~are~~our ~~not~~company ~~making~~that anis ~~offer~~not ofcontained ~~these~~in ~~securities~~this inprospectus. ~~any~~Information ~~state~~contained ~~where~~in ~~the~~this ~~offer~~prospectus ismay ~~not~~become ~~permitted~~stale. You should not assume ~~that~~ the information ~~provided~~contained byin this ~~Prospectus~~prospectus or any prospectus supplement is accurate as of any date other than their ~~the~~respective ~~date~~dates, onregardless of the ~~front~~time ~~cover~~of ~~page~~delivery of this prospectus, any prospectus supplement or of any sale of the shares. ~~Prospectus~~Our business, financial condition, results of operations, and prospects may have changed since those dates. The selling stockholders are offering to sell and seeking offers to buy shares of our common stock only in jurisdictions where offers and sales are permitted.

In this prospectus, “ADM Endeavors,” the “Company,” “we,” “us,” and “our” refer to ADM Endeavors, Inc., a Nevada corporation.

SUMMARY INFORMATION AND RISK FACTORS

~~Prospectus~~You ~~Summary~~should carefully read all information in the prospectus, including the financial statements and their explanatory notes under the Financial Statements prior to making an investment decision.

~~The~~Corporate following is only a summary of the information, financial statements and the notes included in this Prospectus. This summary does not contain all the information that you should consider before investing in the common stock. You should read the entire Prospectus carefully, including “Risk Factors,” “Management’s Discussions and Analysis of Financial Condition and Results of Operations,” and our Financial Statements and the accompanying notes to the Financial Statements before making any investment decision. If any of the following risks occur, our business operation, operating results and financial condition could be seriously harmed. Unless the context indicates or suggests otherwise, the terms “Company”, “we,” “our” and “us” refers to ADM Endeavors, Inc. and not to future investors.Background

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

~~Our~~On ~~principal~~April ~~executive~~19, ~~offices~~2018, ~~are~~the ~~located~~Company atacquired ~~2021~~Just NRight ~~3rd~~Products, StInc. (“Just Right Products”), ~~Bismarck~~a Texas corporation, NDfrom ~~58501.~~its ~~Our~~sole shareholder, ~~telephone~~Marc ~~number~~Johnson, isthrough a share exchange transaction whereby the Company acquired 100% of Just Right Products and issued 2,000,000 shares of Series A Convertible Preferred stock (~~701~~“Series A Preferred Stock”) ~~226-9058~~to the shareholder of Just Rights Products, Mr. Johnson. Each share of the Series A Preferred Stock is convertible into 10 shares of Company common stock, and each share has 100 votes on a fully diluted basis. The preferred shares represented the majority of the Company’s voting shares and constituted a change of voting control of the Company, with the transaction accounted for as a reverse acquisition. As a result of the transaction, Just Right Products became a wholly owned subsidiary of the Company.

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

WeWhere ~~began~~You ~~operations~~Can inFind 1988, under the ownership and control of Ardell Mees, who provided installation services to grocery decor design companies. As our reputation for excellent workmanship has grown, we have expanded our operations to serve a larger geographic region. On January 4, 2001, we incorporated in North Dakota as ADM Enterprises, Inc. On May 9, 2006, the Company changed both its name to ADM Endeavors and its domicile to the state of Nevada. On July 1, 2008, the Company acquired all of the assets of ADM Enterprises, LLC, a sole proprietorship owned by Ardell and Tammera Mees, in exchange for 10,000,000 newly issued shares of our common stock. As a result, ADM Enterprises, LLC became a wholly owned subsidiary of Company. Even though the Company was incorporated on January 4, 2001, it had no operations until the share exchange agreement with ADM Enterprises, LLC on July 1, 2008. All business operations are those solely of the Company’s wholly owned subsidiary ADM Enterprises, LLC.Us

~~We provide customized construction and installation of grocery store decor for both new and renovated grocery stores.~~ Our ~~service~~ ~~and~~corporate ~~expertise~~headquarters ~~include~~is ~~the~~located ~~installation~~at of5941 ~~grocery~~Posey ~~checkout stands~~Lane, ~~grid~~Haltom ~~ceilings~~City, ~~cart-stops,~~TX ~~shelving, customer service counter, office cabinetry and other grocery store equipment and fixtures~~76117. Our ~~clients~~telephone ~~primarily~~number ~~consist~~is of(817) ~~design companies, most of whom are subsidiaries of major retail grocery chains, or are affiliated with Associated Wholesale Grocers, the nation’s second largest retailer~~840-~~owned grocery wholesaler~~6271. We believe that our success is the result of both our quality installation of grocery equipment and fixtures, and high level of personal service that we provide to our customers. We receive bid requests from all regions of the United States. Therefore, we are seeking to expand our operations to service additional geographic areas.

In 2016 the majority of our contracts have been in the Midwestern United States including North Dakota, Kansas, Minnesota, Missouri, Oklahoma and Texas. Over the past 25 years, ADM has completed projects in 25 States, including ND, SD, MN, MT, NE, WY, KS, CO, OK, IL, ID, IN, IA, AK, MS, TX, TN, KY, MI, OH, PA, CA, NV, and FL.

The main focus of our expansion plan includes primarily the Midwestern United States including the states of ND, SD, MN, IA, WI, WY, NE, and KS, as well as some southern states such as TX, OK, MS, and KS.

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. 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.

Use of Grocery Decor Installation Services in the Construction and Remodeling Industry has grown tremendously in recent years. The retail grocery industry is highly competitive and requires constant innovations to attract and retain customers. Accordingly, neighborhood markets battle for patrons by catering to customers’ desires for a modern, clean, and convenient shopping experience. Grocery stores, therefore, typically renovate every five to six years to maintain a new image.

InSummary the past, store workers, painters or carpenters installed decor items. However, as the designs and materials became increasingly elaborate, the need for specialized and experienced installers grew. The installation process requires that an installer have special knowledge of various aspects of construction, including framing, finishing, and remodeling. Additionally, knowledge of standards for product usage, hanging methods and quality control are extremely helpful. As a result of the ~~frequency of store renovations, coupled with the complexity of the items being installed secures the demand for custom installation services.~~Offering

Public Market for Our Securities

Shares currently outstanding:		158,520,409

Shares being offered:		29,000,000

Offering Price per share:		The selling stockholders may sell all or a portion of the shares being offered pursuant to this prospectus at fixed prices and prevailing market prices at the time of sale, at varying prices or at negotiated prices.

Use of Proceeds:		We will not receive any proceeds from the sale of the shares of our common stock by the selling stockholder. However, we will receive proceeds from our initial sale of shares to GHS, pursuant to the Financing Agreement. The proceeds from the initial sale of shares will be used for the purpose of working capital.

OTC Markets Symbol:		ADMQ

Risk Factors:		See “Risk Factors” and the other information in this prospectus for a discussion of the factors you should consider before deciding to invest in shares of our common stock.

There is no current public market for our securities. As our stock is not publicly traded, investors should be aware they probably will be unable to sell their shares and their investment in our securities is not liquid.

Common Stock and Preferred Stock Outstanding and Related Stockholder Matters

As of the date hereof, the Company has 800,000,000 shares of common stock par value $0.001 authorized with 127,607,169issued and outstanding.

As of the date hereof, the Company has 80,000,000 shares of preferred stock par value $0.001 authorized with 0 issued and outstanding.

The Offering

Common stock offered		3,113,000 shares of common stock.
Common stock outstanding before the offering		128,182,497 common shares as of August 23, 2017.
Common stock outstanding after the offering		128,182,497
Use of proceeds		See “Use of Proceeds”
Risk Factors		The Common Stock offered hereby involves a high degree of risk and should not be purchased by investors who cannot afford the loss of their entire investment. See “Risk Factors”.

(1) Based on 128,182,497 shares of common stock outstanding as of August 23, 2017.

ADM Endeavors, Inc. qualifies as an “emerging growth company” as defined in the Jumpstart our Business Startups Act (the “JOBS Act”), and will therefore be subject to reduced public company reporting requirements.

An emerging growth company is a company with annual gross revenues of less than $1,000,000,000 during its most recently completed fiscal year. An emerging growth company retains its status and reduced regulatory and reporting requirements associated with it until the earliest of:

● the last day of the first fiscal year during which the Company has annual gross revenues of $1,000,000,000 or more; ● the last day of the first fiscal year following the fifth anniversary of the Company’s initial public offering (“IPO”); ● the date on which the Company has, during the previous three year period, issued more than $1,000,000,000 in non-convertible debt; or ● the date on which the Company is deemed to be a large accelerated filer.

~~The~~RISK Company is an emerging growth company for purposes of the Securities Act and the Securities Exchange Act if the first sale of common equity securities of such issuer pursuant to an effective registration statement under the Securities Act occurred on or before December 8, 2011. The Company is exempt from certain regulatory and reporting requirements under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The JOBS Act facilitates the IPO process for emerging growth companies by exempting them from:FACTORS

●This investment ~~Section~~has ~~14A(~~a) ~~and~~high ~~(b)~~degree of ~~the~~risk. ~~Exchange~~Before ~~Act~~you ~~implemented~~invest byyou ~~Section~~should ~~951~~carefully ofconsider the ~~Dodd-Frank~~risks ~~Act, which requires companies to hold shareholder advisory votes on executive compensation~~ and ~~golden~~uncertainties ~~parachute~~described ~~compensation;~~below ~~● Section 14(i) of~~ and the ~~Exchange~~other ~~Act,~~information ~~which~~in ~~will~~this ~~require~~prospectus. ~~companies~~If toany ~~disclose~~of the ~~relationship~~following ~~between~~risks ~~executive compensation~~ actually ~~paid~~occur, ~~and~~our ~~the financial performance of the company; ● Section 953(b)(1) of the Dodd-Frank Act~~business, ~~which~~operating ~~will~~results ~~require companies to disclose the ratio between the annual total compensation of the chief executive officer~~ and ~~the~~financial condition ~~median~~could onbe ~~the annual total compensation of all employees of the respective company; ● The requirement to provide certain other executive compensation disclosure under Item 402 of Regulation S-K~~harmed, ofand ~~which an emerging growth company will be required to comply only with~~ the ~~more~~value ~~limited provisions~~ of ~~Item~~our ~~402~~stock ~~applicable~~could togo ~~smaller reporting companies~~down. ●This Anmeans ~~emerging~~you ~~growth~~could ~~company~~lose ~~will~~all not be required to provide an auditor’s attestation report on internal financial reporting controls under Section 404(b) of the Sarbanes-Oxley Act of 2002; ● An emerging growth company will not have to comply with any new or ~~revised~~a ~~financial~~part accounting standards not applicable to private companies; and ● An emerging growth company will not have to comply with any rules that the Public Company Accounting Oversight Board might adopt requiring audit firm rotation or auditor discussion and analysis of ~~the~~your ~~issuer's Financial statements~~investment.

~~Under~~Special ~~the~~Information ~~JOBS~~Regarding Act, emerging growth companies are subject to scaled financial disclosure requirements. Pursuant to these scaled requirements, emerging growth companies may: (i) provide only two rather than three years of audited financial statements in their IPO Registration Statement; (ii) provide selected financial data only for periods no earlier than those included in the IPO Registration Statement in all SEC filings, rather than the five years of selected financial date normally required; (iii) delay compliance with new or revised accounting standards until they are made applicable to private companies; and (iv) be exempted from compliance with Section 404(b) of the SarbanesForward-~~Oxley~~Looking ~~Act, which requires companies to receive an outside auditor’s attestation regarding the issuer’s internal controls.~~Statements

WeSome ~~have~~of ~~decided~~the statements in this prospectus are “forward-looking statements.” These forward-looking statements involve certain known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to ~~take~~be ~~advantage~~materially ofdifferent from any future results, performance or achievements expressed or implied by these forward-looking statements. These factors include, among others, the ~~exemptions~~factors ~~provided~~set forth herein under “Risk Factors.” The words “believe,” “expect,” “anticipate,” “intend,” “plan,” and similar expressions identify forward-looking statements. We caution you not to ~~emerging~~place ~~growth~~undue reliance ~~companies~~on asthese ~~outlined~~forward-looking ~~above~~statements. AsWe aundertake no obligation to update and revise any forward-looking statements or to publicly announce the result, ~~some~~of ~~investors~~any revisions to any of the forward-looking statements in this document to reflect any future or developments. ~~may~~However, ~~find~~the ~~our~~Private ~~common~~Securities ~~stock~~Litigation ~~less~~Reform ~~attractive~~Act of 1995 is not available to us as a ~~result~~non- reporting issuer. ~~The~~Further, ~~result~~Section ~~may~~27A(b)(2)(D) of bethe aSecurities ~~less~~Act ~~active~~and ~~trading~~Section ~~market~~21E(b)(2)(D) ~~for~~of ~~our~~the ~~common~~Securities ~~stock~~Exchange ~~and~~Act expressly state that the safe harbor for forward looking ~~our~~statements ~~stock~~does ~~price~~not ~~may~~apply beto ~~more~~statements ~~volatile~~made in connection with an initial public offering.

InRisks ~~addition,~~Related ~~during the IPO offering process, emerging growth companies are exempt from: (i) restrictions on analyst research prior~~ to ~~and~~Our ~~immediately~~Business ~~after the IPO, even from an investment bank that is underwriting the IPO; (ii) certain restrictions on communications to institutional investors before filing the IPO registration statement;~~ and (iii) the requirement initially to publicly file IPO Registration Statements. Emerging growth companies can confidentially file draft Registration Statements and any amendments with the SEC. Public filings of the draft documents must be made at least 21 days prior to commencement of the IPO “road show.”Industry

~~SUMMARY~~We ~~FINANCIAL~~have ~~AND~~a ~~OPERATING~~limited ~~INFORMATION~~operating history, and our ability to generate revenue sufficient to support our operations is uncertain.

~~The~~We ~~following~~have ~~date~~a ~~should~~limited beoperational ~~read~~history inupon ~~conjunction~~which ~~with~~you ~~“Management’s~~can ~~Discussion~~evaluate ~~and~~our ~~Analysis~~potential for future success. Additionally,” ~~“Plan~~we ofare ~~Operation~~subject to additional risks associated with early-stage businesses,” many of which will be beyond our control. These risks include uncertainty about our maintain ~~and~~or ~~Financial~~increase ~~Statements~~our ~~and~~revenues, ~~accompanying~~our ~~notes~~ability to ~~the~~limit ~~financial~~our ~~statements~~operational expenses, ~~included~~other ~~elsewhere~~operational indifficulties, ~~this~~lack ~~prospectus.~~of ~~Our~~sufficient ~~financials~~capital, ~~are~~competition ~~audited~~from ~~for~~more ~~years~~advanced ofcompanies ~~2016~~selling similar floor safety products, and ~~2015~~unanticipated problems, delays, and expenses relating to the implementation of our business plan. We cannot ensure that we will operate profitably in ~~accordance~~the ~~with~~future, ~~GAAP~~or that we will have adequate working capital to meet our obligations as they become due.

~~The~~We ~~following~~cannot ~~Statements~~guarantee ofcontinued ~~Operations~~sales ~~and~~of ~~Balance Sheet data for December 31, 2016 and 2015 are derived from~~ our ~~audited financial statements for the years ended December 31, 2016 and 2015~~products.

Our business is focused on providing promotional and other personal products to its customers. We cannot provide any assurance that our products continue to sell at rates they have historically. Our products and services may become less attractive compared to competing products, and in that scenario, our business would be harmed.

We may be unable to effectively implement our business model and expand.

Our business model and growth and marketing strategy is predicated on our ability to introduce our competitive products to the market. We cannot assure that we will be able to execute our business plan, introducing our products into new markets, that customers will embrace our products compared to competing products already well established in those markets or new competitors in those markets, that any of the target markets will adopt our products, or that prospective customers will agree to pay the prices for our products in those new markets we will charge. In the event prospective customers resist purchasing or reduce purchases of our products, the Company’s business, financial condition, and results of operations will be materially and adversely affected.

Statements of Operations	For the Six Months Ended June 30, 2017			For the Year Ended December 31, 2016
Revenues	$	143,991		$	189,406
Operating expenses	$	437,491		$	900,911
Net income (loss)	$	(319,479	)	$	(711,505	)
Loss per share - basic and diluted	$	(0.00	)	$	(0.01	)
Weighted average shares outstanding basic		127,725,589			127,050,917

We may incur significant debt to finance our operations.

Balance Sheet Data	June 30, 2017			As of December 31, 2016
Cash and cash equivalents	$	27,715		$	15,960
Total current assets	$	41,930		$	16,156
Total assets	$	55,644		$	33,832
Total liabilities	$	309,194		$	250,799
Additional paid-in capital	$	15,182,193		$	14,900,429
Accumulated Deficit	$	(15,563,926	)	$	(15,244,447	)
Total stockholders’ equity	$	(253,550	)	$	(216,967	)

There is no assurance that we will not incur debt in the future, that it will have sufficient funds to repay our indebtedness, or that we will not default on our debt, jeopardizing its business viability. Furthermore, we may not be able to borrow or raise additional capital in the future to meet our needs or to otherwise provide the capital necessary to conduct our business.

~~Disclosure~~We ~~Regarding~~are ~~Forward-looking~~dependent ~~Statements~~on the performance of certain personnel.

~~This~~Our ~~prospectus~~success ~~may~~depends ~~contain~~substantially ~~forward-looking~~on ~~statements.~~the ~~Forward-looking~~performance ~~statements~~of ~~include~~our ~~statements~~CEO ~~concerning~~and ~~our~~key ~~plans~~employee, ~~objectives, goals,~~Marc ~~strategies,~~Johnson. ~~future~~Given ~~events,~~our ~~future~~relatively ~~revenue~~early orstage ~~performance~~of development, we ~~capital~~are ~~expenditures,~~also ~~financing~~dependent ~~needs~~on ~~and~~our ~~other~~ability ~~information~~to ~~that is~~retain ~~not~~and ~~historical~~motivate ~~information~~high quality personnel. InAlthough ~~some~~we ~~cases,~~believe ~~you~~we ~~can~~will ~~identify~~be ~~forward-looking~~able ~~statements~~to byengage ~~terminology~~qualified personnel for such ~~as “may~~purposes,~~” “will,”~~ ~~“should,”~~an “inability to do so could,” ~~“expect,”~~materially ~~“plan~~adversely affect our ability to market,” ~~“anticipate~~sell,” and enhance our products. ~~“believe,”~~While ~~“estimate,”~~Mr. ~~“predict,”~~Johnson ~~“intend,”~~is ~~“potential,”~~currently ~~“continue~~devoting his full-time working efforts to the Company,~~” “seek”~~ orother employees of the ~~negative~~Company may only be available to the Company on a part-time basis. The loss of ~~these~~one ~~terms~~or more of our key employees or our inability to hire and retain other ~~comparable~~qualified employees, ~~terminology~~including orbut bynot ~~discussions~~limited ofto ~~strategy~~manufacturing staff, sales staff, and corporate office support staff, could have a material adverse effect on the Company’s business.

~~All forward-looking statements, including, without limitation, our examination of historical operating trends, are based upon our current expectations and various assumptions.~~ We ~~believe there is a reasonable basis for our expectations and beliefs, but they~~ ~~are~~have ~~inherently uncertain. We may~~ not ~~realize~~established ~~our~~consistent ~~expectations~~methods ~~and~~for ~~our~~determining ~~beliefs~~the ~~may~~consideration ~~not~~paid ~~prove correct. Actual results could differ materially from those described or implied by such forward-looking statements. Important factors that could cause our actual results~~ to ~~differ materially from the forward-looking statements are set forth in this prospectus, under the heading “Risk Factors” and include, among others:~~management.

●The consideration ~~significant~~being ~~competition~~paid inby ~~our~~us ~~industry;~~to ●our ~~unfavorable~~CEO, ~~publicity~~Mr. orJohnson, ~~consumer~~has ~~perception~~not ofbeen ~~our~~determined ~~products~~based on ~~the~~arm’s ~~Internet;~~length ●negotiation. ~~the~~While ~~incurrence~~management believes ofthat ~~material~~Mr. ~~product~~Johnson’s ~~liability~~current ~~and~~compensation ~~product~~arrangement ~~recall~~is ~~costs;~~fair ●for ~~costs~~the ofwork ~~compliance~~being ~~and~~performed, ~~our~~there ~~failure~~is no assurance that the consideration to ~~comply~~management ~~with~~reflects ~~government~~the ~~regulations;~~true ●market ~~our~~value ~~failure~~of tohis ~~keep~~services. ~~pace~~Additionally, ~~with~~in the ~~demands~~future, ofwe ~~our~~may ~~customers~~grant ~~for~~equity ~~new~~awards ~~products;~~to our ●executive ~~the~~officers, ~~lack~~including ofstock ~~long-term~~grants ~~experience~~and ~~with~~stock ~~human~~option ~~consumption~~grants, ofwhich ~~some~~may offurther ~~our~~dilute ~~products~~shareholders’ ~~with~~ownership ~~innovative~~of ~~ingredients~~the Company.

WeThere ~~believe that it~~ is ~~important~~no toguarantee ~~communicate our future expectations to our investors. However, there may be events in the future~~ that we ~~are~~will ~~not~~pay ~~able~~dividends to ~~accurately~~its ~~predict or control and that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements~~shareholders. Except as required by applicable law, including the securities laws of the U.S. and the rules and regulations of the Securities and Exchange Commission, we do not plan to publicly update or revise any forward-looking statements after we distribute this prospectus, whether as a result of any new information, future events or otherwise. Consequently, forward-looking statements should be regarded solely as our current plans, estimates and beliefs. Potential investors should not place undue reliance on our forward-looking statements. Before investing in our common stock, investors should be aware that the occurrence of any of the events described in the “Risk Factors” section and elsewhere in this prospectus could have a material adverse effect on our business, results of operations, financial condition, cash flows, customer relationships and value of our proprietary products. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. We do not plan to update the forward-looking statements contained in the prospectus other than as required by law.

We do not anticipate declaring and paying dividends to our shareholders in the near future. We currently intend to apply net earnings, if any, in the foreseeable future to increasing our capital base, sales and marketing. Prospective investors seeking or needing dividend income or liquidity should therefore not purchase our shares. There can be no assurance that we will ever have sufficient earnings to declare and pay dividends to the holders of our common stock, and in any event, a decision to declare and pay dividends is at the sole discretion of the Company’s Board of Directors.

Our Chief Executive Officer holds a majority of our voting stock, such that he controls us.

As of January 20, 2026, our CEO, Mr. Johnson, owns approximately 38.7% of our outstanding common stock, and 100% of our 2,000,000 shares of outstanding preferred stock, which preferred stock entitles Mr. Johnson to 200,000,000 votes on matters submitted to a vote of our shareholders. By virtue of such stock ownership, Mr. Johnson is able to control the election of the members of our Board of Directors and to generally exercise control over our affairs. Such concentration of ownership could also have the effect of delaying, deterring or preventing a change in control of the Company that might otherwise be beneficial to stockholders. There can be no assurance that conflicts of interest will not arise with respect to such management or that such conflicts will be resolved in a manner favorable to us.

Management cannot guarantee that its relationship with us does not create conflicts of interest.

The relationship of our management (our CEO, Mr. Johnson) to us could create conflicts of interest. While management has a fiduciary duty to us, it also determines its compensation from us. Management’s compensation by us has not been determined pursuant to arm’s-length negotiation.

~~RISK~~We ~~FACTORS~~may sustain losses that cannot be recovered through insurance or other preventative measures.

AnThere ~~investment~~is inno ~~these~~assurance ~~securities~~that ~~involves~~we anwill ~~exceptionally~~not ~~high~~incur ~~degree~~uninsured ofliabilities ~~risk~~ and islosses ~~extremely~~as ~~speculative~~a inresult ~~nature~~of the conduct of our business. ~~Following are~~We ~~what~~maintain wecomprehensive liability ~~believe~~and ~~are~~property ~~all~~insurance ~~the~~at ~~material~~customary ~~risks~~levels. ~~involved~~However, ifshould ~~you~~uninsured ~~decide~~losses tooccur, ~~purchase~~our ~~shares~~business inwould ~~this~~be ~~offering~~harmed.

~~The~~We ~~risks~~may ~~described~~be ~~below~~subject ~~are the ones we believe are most important for you~~ to ~~consider.~~liabilities ~~These~~that ~~risks~~ are not ~~the~~readily ~~only~~identifiable ~~ones~~at ~~that~~this ~~we face~~time. ~~If events anticipated by any of the following risks actually occur, our business, operating results or financial condition could suffer and the price of our common stock could decline.~~

~~Risks~~We ~~Relating~~may Tohave ~~Our~~liabilities ~~Business~~to affiliated or unaffiliated lenders. These liabilities would represent fixed costs we would be required to be pay, regardless of the level of business or profitability experienced by the Company. There is no assurance that the Company will be able to pay all of its liabilities. Furthermore, the Company is always subject to the risk of litigation from customers, suppliers, employees, and others. Litigation can cause the Company to incur substantial expenses, and, if cases are lost, judgments, and awards can add to the Company’s costs.

~~Our~~In ~~operating~~the ~~results~~course ~~will~~of bebusiness, ~~difficult~~the toCompany ~~predict and fluctuations in them~~ may ~~cause~~incur ~~volatility~~expenses inbeyond ~~the~~what ~~price~~was ~~of our shares~~anticipated.

~~Given~~Unanticipated ~~the~~costs ~~nature~~may offorce the ~~grocery~~Company ~~store~~to ~~markets~~obtain inadditional ~~which~~capital weor ~~compete,~~financing ~~our~~from ~~revenues~~other ~~and~~sources ~~profitability~~or may cause shareholders to lose their entire investment in the Company if the Company is unable to obtain the additional funds necessary to implement its business plan. There is no assurance that the Company will be ~~difficult~~able to ~~predict~~obtain ~~for~~sufficient ~~many~~capital to implement its business plan successfully. If a greater investment ~~reasons~~is required in the business because of cost overruns, ~~including~~the probability of earning a profit or a return of shareholder investment in the Company ~~following:~~is diminished.

●The Company ~~Operating~~will ~~results~~rely ~~may be highly dependent~~ on ~~the~~management ~~volume and timing of orders received from retailers seeking construction and installation of grocery store decor during any one quarter, which are difficult~~ to ~~forecast.~~execute ~~Customers~~the ~~generally~~business order on an as-needed basis and we typically will not obtain firm, long-term purchase commitments from our customers. As a result, our revenues in any quarter will depend primarily on orders received during that quarter. ● We must incur a large portion of our costs in advance of orders because we must plan ~~research~~ and ~~production,~~manage ~~and~~the ~~installation,~~Company’s ~~order components and enter into development, sales and marketing, and other operating commitments prior to obtaining firm commitments from our customers~~affairs. ~~This will make it difficult for us to adjust our costs in response to a revenue shortfall, which could adversely affect our operating results.~~

~~Construction~~Under applicable Nevada law and ~~production~~the ~~capacities~~bylaws ~~that~~of dothe ~~not~~Company, ~~match~~the ~~demand~~officers ~~for~~and ~~our~~directors ~~products~~of ~~could~~the ~~result~~Company inhave ~~lost~~the ~~sales~~power orand inauthority ato ~~reduction~~manage all inaspects ~~our~~of ~~gross~~the Company’s business. Shareholders must be willing to entrust all aspects of the Company’s business to its ~~margins~~directors and executive officers, who could make decisions different from those a particular shareholder would make.

~~Our~~There ~~industry~~ is ~~characterized~~no byassurance ~~frequent~~the ~~new~~Company ~~product and or design introductions, short-term customer commitments and volatile changes in demand. We~~ will ~~determine~~always ~~capacities~~have ~~based~~adequate oncapital ~~our forecasts of demand for our services and products. Actual demand for our services and products will depend on many factors, which will make it difficult~~ to ~~forecast.~~conduct ~~The~~its ~~following problems could occur as a result of these differences:~~business.

●The Company Ifwill ~~demand for our products is below our forecasts, we could produce excess personnel or~~ have ~~excess~~limited ~~installation~~capital ~~capacity.~~available ~~Excess~~to ~~personnel could negatively impact our cash flows and could result in higher construction, installation and design costs~~it. ● If ~~demand~~the ~~for~~Company’s ~~our~~available ~~products~~capital ~~exceeds~~is ~~our~~fully ~~forecasts,~~expended ~~we could have to rapidly ramp up production. We will also depend on suppliers~~ and ~~manufacturers~~additional tocosts ~~provide components and sub-assemblies. As a result, we may not~~ cannot be ~~able~~funded tofrom ~~increase~~borrowings ~~our~~or ~~production~~capital ~~levels~~from toother ~~meet unexpected demand and could lose sales in the short term while we try to increase production. If customers turn to competitive~~ sources ~~of supply to meet their needs~~, ~~our~~then ~~revenues~~the ~~could~~Company’s befinancial ~~adversely affected. ● Rapidly increasing our production levels to meet unanticipated grocery customer demand could result in higher costs for grocery components and sub-assemblies~~condition, ~~increased~~results ~~expenditures for freight to expedite delivery~~ of ~~grocery~~operations ~~materials or finished goods,~~ and ~~higher~~business performance ~~overtime~~would ~~costs~~be ~~and~~materially ~~other~~adversely ~~expenses~~affected. ~~These higher expenditures could result in lower gross margins.~~

IfThe weCompany dois ~~not~~required ~~timely~~to ~~introduce~~indemnify ~~successful~~its ~~grocery~~directors ~~store designs~~ and ~~products, our business and operating results could suffer~~officers.

The ~~market~~Company’s ~~for~~bylaws ~~our~~provide ~~services~~that ~~and~~the ~~products~~Company iswill ~~characterized~~indemnify byits ~~rapidly~~officers ~~evolving~~and ~~industry~~directors ~~standards,~~to ~~short~~the ~~product~~maximum ~~life~~extent ~~cycles~~permitted ~~and~~by ~~frequent new~~Nevada ~~product introductions~~law. If Asthe aCompany ~~result,~~were wecalled ~~must~~upon ~~continually introduce new products and technologies and enhance existing products in order~~ to ~~remain~~indemnify ~~competitive.~~an ~~The~~officer ~~success~~or ~~of our new products will depend on several factors~~director, ~~including~~then ~~our~~the ~~ability~~portion ~~to:~~of ~~(i) anticipate~~its ~~technology~~assets ~~and~~expended ~~grocery store market trends; (ii) timely develop innovative new products and enhancements~~ for ~~grocery stores;~~such ~~(iii)~~purpose ~~distinguish~~would ~~our products from those of our competitors; (iv) manufacture and deliver high-quality products and provide~~reduce ~~high-quality~~the ~~services;~~amount ~~and~~otherwise ~~(v)~~available ~~price~~for ~~our~~the ~~products~~Company’s ~~and services competitively~~business.

We may encounter difficulties managing any growth, and if we are unable to do so, our business, financial condition and results of operations may be adversely affected.

If we are able to successfully grow production and sales, as our operations grow, the simultaneous management of development, production and commercialization across our target markets will become increasingly complex and may result in less than optimal allocation of management and other administrative resources, increase our operating expenses and harm our operating results.

Our ability to effectively manage our operations, growth and various projects across our target markets will require us to make additional investments in our infrastructure to continue to improve our operational, financial and management controls and our reporting systems and procedures and to attract and retain sufficient numbers of talented employees, which we may be unable to do effectively. We may be unable to successfully manage our expenses in the future, which may negatively impact our gross margins or operating margins in any particular quarter.

Our ~~failure~~success also depends in part on our management’s expertise managing a public company, and our management has limited expertise in this area. If our management is not able to manage ~~growth~~the ~~could~~company ~~harm~~properly itas a public company, our business would be harmed.

WeMarc ~~intend~~Johnson, toour ~~significantly~~CEO ~~expand~~and ~~the~~director, ~~number~~has ~~and~~limited ~~types~~experience ofin ~~grocery~~management ~~stock~~positions ~~products~~with ~~and~~public ~~services~~companies. weIf ~~will~~our ~~sell~~management ~~and~~is wenot ~~will~~able ~~endeavor~~ to ~~further~~successfully ~~expand~~manage ~~our~~the ~~service~~Company ~~and~~as ~~product~~a ~~portfolio.~~public ~~This~~company, ~~expansion~~including ~~may~~complying ~~place~~with avarious ~~significant~~regulatory, ~~strain~~disclosure onand ~~our~~reporting ~~management, operations~~obligations ~~and~~of ~~resources.~~public ~~Specifically~~companies, ~~the~~our ~~areas~~business ~~that~~would ~~may~~ be ~~strained most by our growth will include the following:~~harmed.

~~● New product and service launch. With the growth of our service and product portfolio, we~~ We may ~~experience~~become ~~increased~~involved ~~complexity~~ in ~~coordinating~~intellectual ~~product~~property ~~development~~disputes, ~~installation~~which ~~and commissioning. As this complexity increases, it~~ may ~~place~~disrupt ~~a strain on~~ our ~~ability~~business ~~to accurately coordinate the commercial launch of our services~~ and ~~products~~require ~~with~~us ~~adequate support~~ to ~~meeting~~pay ~~anticipated~~significant ~~customer~~damage ~~demand~~awards. If we are unable to scale and improve our product and installation launch coordination, we could frustrate our customers and lose earned space and product sales. ● Forecasting, planning and supply chain logistics. With the growth of our product portfolio, we may also experience increased complexity in forecasting grocery customer demand and in planning for production and transportation and logistics management. If we are unable to scale and improve our forecasting, planning and logistics management, we could frustrate our customers, lose product sales or accumulate excess inventory.

ToThird ~~manage~~parties ~~the~~may ~~growth~~sue ofus ~~our~~for ~~operations,~~intellectual weproperty ~~will~~infringement, ~~need~~which, toif ~~continue~~successful, tocould ~~improve~~disrupt our ~~transaction processing~~business, ~~operational~~cause ~~and~~us ~~financial~~to pay significant ~~systems,~~damage ~~and~~awards ~~procedures~~or ~~and~~require ~~controls~~us to ~~effectively~~pay ~~manage~~licensing ~~the increased complexity~~fees. IfWe wemay ~~are~~also ~~unable~~be required to ~~scale~~pay ~~and improve them~~penalties, ~~the~~ ~~consequences could include delays in shipment of product~~judgments, ~~degradation~~royalties inor ~~levels~~significant ofsettlement costs. ~~customer~~If ~~support,~~we ~~lost~~fail ~~sales~~or ~~and~~are ~~increased inventory.~~unable ~~These~~to ~~difficulties~~develop ~~could~~non-infringing ~~harm~~technology ~~or limit~~ our ~~ability~~business tocould ~~expand~~suffer.

IfRisks weRelating doto ~~not~~Our ~~compete~~Common ~~effectively, demand for our grocery store products and installations could decline and our business and operating results could be adversely affected.~~Stock

~~Our~~We ~~industry~~may, ~~is intensely competitive. It is characterized by a trend of slowly rising average selling prices~~ in the ~~grocery market~~future, ~~and~~ ~~continual~~issue ~~performance~~additional ~~enhancements~~common ~~and new features~~shares, aswhich ~~well~~would asreduce ~~rapid~~investors’ ~~adoption~~percent of ~~technological~~ownership and ~~product advancements by competitors in its grocery store market. Also, aggressive industry pricing practices and downward pressure on margins~~ may ~~result in~~dilute ~~increased price competition from both~~ our primary competitors as well as from less established ones. If we do not continue to distinguish our grocery store products and installations through distinctive, technologically advanced features, design and services, as well as continue to build and strengthen our brand recognition, our business could be harmed. If we do not otherwise compete effectively, demand for our products will decline, our gross margins could decrease, we would lose market share~~, and our~~ ~~revenues could decline~~value.

WeOur ~~depend~~Articles onof ~~OEMs~~Incorporation ~~(original~~authorize ~~equipment~~the ~~manufacturers)~~issuance of 800,000,000 shares of common stock, par value $0.001 per share, of which 158,520,409 shares are issued and ~~contract~~outstanding ~~manufacturers~~as ~~who~~of January 20, 2026. The future issuance of common stock may ~~not~~result ~~have~~in ~~adequate~~substantial ~~capacity~~dilution toin ~~fulfill~~the percentage of our common stock held by our then-existing shareholders. We may value any common stock issued in the future on an arbitrary ~~needs~~basis. The issuance of common stock for future services or acquisitions or other corporate actions may ~~not~~have ~~meet~~the effect of diluting the value of the shares held by our ~~quality~~investors and ~~delivery~~might ~~objectives~~have an adverse effect on any trading market for our common stock.

~~The~~Our ~~primary~~common ~~suppliers~~shares ~~of the components which we install in grocery stores~~ are ~~also~~subject to the ~~largest~~“Penny ~~source~~Stock” ofrules ~~our contracts. They include DGS~~ of ~~Salt~~the ~~Lake City~~SEC, ~~Utah,~~and ~~which is a division of Supervalue stores with 3,400 stores with whom we have been working with for~~ the ~~past~~trading 25market ~~years~~in ~~since~~our ~~1988.~~securities ~~DGS~~will oflikely ~~Kansas City~~be limited, ~~Kansas is a division of Associated Wholesale Grocers with 2,900 stores~~ which we ~~have~~makes ~~been~~transactions ~~working~~in ~~with~~our ~~for~~stock ~~the~~cumbersome ~~last 19 years~~ and ~~Reso/Nantz~~may ~~International~~reduce ~~of Lubbock, Texas whom we have worked with since 2005. Within~~ the ~~areas~~value of ~~The~~an ~~United~~investment ~~States~~ in ~~which~~our ~~ADM operates, these three companies would be considered the most prominent manufacturers of interior grocery store decor components~~stock.

~~Original~~The ~~component~~Securities ~~manufacturers~~ and ~~contractors~~Exchange ~~produce~~Commission ~~our~~has ~~product~~adopted ~~lines.~~Rule ~~Our~~15g-9 ~~reliance~~which onestablishes ~~them will involve significant risks, including reduced control over quality and logistics management,~~ the ~~potential~~definition ~~lack~~ of ~~adequate~~a ~~capacity~~“penny ~~and~~stock,” ~~discontinuance~~for of the ~~contractors’~~purposes ~~assembly~~relevant ~~processes.~~to ~~Financial~~us, ~~instability~~as ofany ~~our~~equity ~~manufacturers~~security orthat ~~contractors~~has ~~could~~a ~~result~~market inprice usof ~~having~~less tothan ~~find~~$5.00 ~~new~~per ~~suppliers, which~~share ~~could~~or ~~increase~~with ~~our~~an ~~costs~~exercise ~~and~~price ~~delay~~of ~~our~~less ~~product~~than ~~and installation deliveries~~$5.00 per ~~These~~share, ~~manufacturers~~subject ~~and contractors may also choose~~ to ~~discontinue~~certain ~~building its products for a variety of reasons~~exceptions. ~~Consequently,~~For weany ~~may~~transaction ~~experience~~involving ~~delays~~a inpenny ~~the timeliness~~stock, ~~quality~~ ~~and~~unless ~~adequacy in product and installation deliveries~~exempt, ~~any~~the ofrules ~~which could harm our business and operating results.~~require:

	●	That a broker or dealer approve a person’s account for transactions in penny stocks; and
	●	The broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quality of the penny stock to be purchased.

In order to approve a person’s account for transactions in penny stocks, the broker or dealer must:

	●	Obtain financial information and investment experience objectives of the person; and
	●	Make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the Commission relating to the penny stock market, which, in highlight form:

	●	Sets forth the basis on which the broker or dealer made the suitability determination; and
	●	That the broker or dealer received a signed, written agreement from the investor prior to the transaction.

WeGenerally, brokers may ~~purchase~~be ~~key~~less ~~grocery~~willing ~~store~~to ~~components~~execute ~~and~~transactions ~~products~~in ~~from~~securities ~~single~~subject orto ~~limited~~the ~~sources,~~“penny ~~and~~stock” ~~our~~rules. ~~business~~This ~~and~~may ~~operating~~make ~~results~~it more ~~could~~difficult befor ~~harmed~~investors ifto ~~supply~~dispose ~~were~~of ~~delayed~~our orcommon ~~constrained~~stock orand ifcause ~~there~~a ~~were~~decline ~~shortages~~in the market value of ~~required~~our ~~components~~stock.

~~Lead~~Disclosure ~~times~~also ~~for~~has ~~materials~~to ~~and~~be ~~components~~made ~~ordered~~about bythe usrisks orof ~~our~~investing ~~contract~~in ~~manufacturers~~penny ~~can~~stocks ~~vary~~in ~~significantly~~both ~~and~~public ~~depend~~offerings onand ~~factors,~~in ~~such as~~secondary ~~the~~trading ~~specific supplier, contract terms~~ and ~~demand~~about ~~for~~the ~~a grocery store component at a given time. We do not have any established~~commissions ~~contractual~~payable ~~relations~~to ~~with~~both ~~our~~the ~~suppliers~~broker-dealer ~~for~~and ~~key~~the ~~grocery~~registered ~~store components. From time to time~~representative, wecurrent ~~may~~quotations ~~thus~~for ~~experience~~the ~~supply~~securities ~~shortages~~ and ~~fluctuations~~the inrights ~~component~~and ~~prices.~~remedies available ~~While we will try~~ to ~~manage~~an ~~our~~investor ~~component~~in ~~levels~~cases ~~through~~of ~~the~~fraud ~~purchase~~in ofpenny ~~buffer~~ stock, ~~there is~~transactions. noFinally, ~~guarantee~~monthly ~~that~~statements wehave ~~will~~to be ~~able~~sent todisclosing ~~maintain the inventory levels sufficient to meet our product demand. In addition, we may~~recent beprice atinformation ~~risk~~ for ~~these~~the ~~components~~penny ifstock ~~our~~held ~~customers~~in ~~reject~~the oraccount ~~cancel~~and ~~orders~~information ~~unexpectedly~~on orthe ~~with~~limited ~~inadequate~~market ~~notice~~in penny stocks.

~~Shortages~~There oris ~~interruptions~~a inlimited ~~the~~market ~~supply~~for ~~of components or subcontracted products, or~~ our ~~inability~~securities. toThere ~~procure~~is ~~these~~no ~~components~~guarantee orthat ~~products from~~an ~~alternate~~active ~~sources~~trading atmarket ~~acceptable~~will ~~prices~~develop in aour ~~timely~~securities ~~manner could delay shipment~~ and ~~installation~~if ofa ~~our products or increase~~trading ~~our~~market ~~production~~does ornot ~~installation costs~~develop, ~~which~~purchasers ~~could~~of ~~have an adverse impact on~~ our ~~business,~~securities ~~financial~~may ~~condition~~have ~~and~~difficulty ~~operating~~selling ~~results~~their shares.

WeAlthough ~~may~~are ~~purchase~~common ~~some~~stock ~~products~~is ~~and~~quoted ~~some~~for ~~key~~trading ~~components~~on ~~used~~the OTC Markets, trading in our ~~grocery~~common ~~store~~stock ~~products~~has ~~from~~historically ~~single~~been orvery ~~limited~~thin, ~~sources.~~and If the ~~supply~~trading prices of ~~these~~our ~~products~~common orstock ~~key~~have ~~components~~been ~~were~~relatively tovolatile beas ~~delayed~~a orresult. ~~constrained,~~There weis ~~may~~currently beno ~~unable~~established topublic ~~find~~trading amarket ~~new~~for ~~supplier~~our securities, onand ~~acceptable~~an ~~terms or~~active attrading ~~all~~market orin our ~~new~~securities ~~and~~may ~~existing~~not ~~product~~develop, ~~shipment~~or, ~~could~~if bedeveloped, ~~delayed.~~may ~~Any~~not ofbe ~~this~~sustained. ~~could~~Accordingly, ~~harm~~investors may ~~our~~have ~~business,~~a ~~financial~~difficult ~~condition and~~time ~~operating~~selling ~~results~~their shares.

Our ~~introduction~~common ofstock ~~any~~is ~~new~~quoted ~~grocery~~for ~~store~~trading ~~product~~on ~~lines~~OTC Markets, which may ~~consume~~have ~~significant~~an ~~resources~~unfavorable ~~and~~impact ~~not~~on ~~result~~our instock ~~significant~~price ~~future~~and ~~revenues~~liquidity.

WeOur ~~may~~common ~~expand~~stock ~~our~~is ~~grocery~~quoted ~~store~~for ~~product~~trading ~~offerings~~on ~~with~~the ~~new~~OTC ~~product~~Markets, ~~lines~~which ~~that~~is ~~are~~a ~~outside~~significantly ofmore ~~our~~limited ~~traditional~~market ~~areas~~than ofthe ~~expertise. To~~New ~~accomplish~~York ~~this,~~Stock weExchange or ~~will~~NASDAQ ~~need~~or toanother ~~commit~~securities ~~resources to develop, sell and market these new products~~exchange. ~~With~~The ~~limited~~trading ~~experience~~volume ~~in these~~of ~~grocery~~our ~~store~~common ~~product~~stock ~~lines and because these products~~ may be ~~based~~limited onby ~~technologies~~the fact that ~~are~~many ~~new~~major toinstitutional investment usfunds, itincluding ~~may~~mutual befunds, ~~difficult for~~follow usa topolicy ~~accurately~~of ~~anticipate~~not ~~and~~investing ~~forecast~~in ~~revenues,~~OTC ~~customer~~Markets ~~support~~stocks ~~costs~~ and ~~product~~certain ~~returns.~~major ~~Our~~brokerage ~~investments~~firms ~~in the development~~restrict ~~and~~their ~~marketing~~brokers offrom ~~new~~recommending ~~lines~~OTC ofMarkets ~~grocery~~stocks ~~store~~because ~~products~~they ~~could~~are ~~produce~~considered ~~higher~~speculative ~~costs~~and ~~without a proportional increase in revenues~~volatile.

WeThe trading volume of our common stock has been and may continue to be ~~unable~~limited toand ~~protect~~sporadic. As a result, the quoted price for our ~~proprietary~~common stock ~~rights~~on the OTC Markets may not necessarily be a reliable indicator of its fair market value.

~~Our~~Additionally, ~~future~~the ~~success~~securities ~~depends~~of insmall ~~part~~capitalization oncompanies ~~our~~may ~~proprietary~~trade ~~technology,~~less ~~technical~~frequently ~~know-how~~ and ~~other~~in ~~intellectual~~more ~~property.~~limited Wevolume ~~rely~~than onthose ~~intellectual property~~of ~~laws,~~more ~~confidentiality procedures and contractual provisions, such as nondisclosure terms, to protect our intellectual~~established ~~property~~companies. ~~Others~~The ~~may~~market ~~independently~~for ~~develop~~small ~~similar~~capitalization ~~technology,~~companies ~~duplicate~~is ~~our~~generally ~~products~~volatile, orwith ~~design~~wide ~~around~~price ~~our~~fluctuations ~~intellectual~~not ~~property rights.~~necessarily ~~In addition, unauthorized parties may attempt~~ related to ~~copy~~the ~~aspects~~operating ofperformance ~~our product and installation services or to obtain and use information that we regard as proprietary. Any~~ of ~~these~~such ~~events could significantly harm our business, financial condition and operating results~~companies.

WeTrading ~~may also reliance~~ on technologies that we acquire from others. We may rely on third parties for further required technologies. We may purchase a computer’s logic component or other technological devices from outside sources and will need to pay annual fees to enable us to get updates’/upgrades and technical support to the ~~logic~~OTC ~~portion~~Markets ~~of the system or device. We~~ may ~~find it necessary or desirable in the future to obtain licenses or other rights relating to one or more if our products or to current or future technologies. These licenses or other rights may not~~ be ~~available~~volatile onand ~~commercially reasonable terms or at all. The inability to obtain certain licenses or other rights or to obtain such licenses or rights on favorable terms~~sporadic, orwhich ~~the need to engage in litigation regarding these matters,~~ could ~~have~~depress athe ~~material~~market ~~adverse~~price ~~effect~~of on our ~~business,~~common ~~financial~~stock ~~condition~~ and ~~operating~~make ~~results.~~it ~~Moreover, the~~difficult ~~use~~for ~~of intellectual property licensed from third parties may limit~~ our stockholders ~~ability~~ to ~~protect~~resell ~~the~~their ~~proprietary rights in our products~~shares.

Our common stock is quoted on OTC Markets. Trading in stock quoted on OTC Markets is often thin and characterized by wide fluctuations in trading prices due to many factors that may have little to do with our operations or business prospects. This volatility could depress the market price of our common stock for reasons unrelated to operating performance. Moreover, OTC Markets is not a national securities exchange, and trading of securities on the OTC Markets is often more sporadic than the trading of securities listed on a securities exchange like the NASDAQ or the NYSE. Accordingly, our shareholders may have difficulty reselling any of their shares.

State securities laws may limit secondary trading, which may restrict the states in which and conditions under which you can sell the shares offered by this prospectus.

Secondary trading in common stock sold in this offering will not be possible in any state until the common stock is qualified for sale under the applicable securities laws of the state or there is confirmation that an exemption, such as listing in certain recognized securities manuals, is available for secondary trading in the state. If we fail to register or qualify, or to obtain or verify an exemption for the secondary trading of, the common stock in any particular state, the common stock could not be offered or sold to, or purchased by, a resident of that state. In the event that a significant number of states refuse to permit secondary trading in our common stock, the liquidity for the common stock could be significantly impacted thus causing you to realize a loss on your investment.

We ~~are~~may anissue ~~“emerging~~shares ~~growth~~of ~~company,”~~preferred ~~and~~stock wein ~~cannot be certain if~~ the ~~reduced~~future ~~reporting~~that ~~requirements~~may ~~applicable~~adversely toimpact ~~emerging growth~~your ~~companies~~rights ~~will~~as ~~make~~holders of our common stock ~~less attractive to investors~~.

WeBecause ~~are~~our ~~an “emerging growth company~~CEO,” ~~as defined in the Jumpstart Our Business Startups Act, or the JOBS Act~~Mr. ~~For as long as we continue to be an emerging growth company~~Johnson, weowns ~~may~~a ~~take~~majority ~~advantage~~ of ~~exemptions~~our ~~from~~outstanding ~~various~~voting ~~reporting~~stock, ~~requirements~~and ~~that are~~he ~~applicable~~is tothe ~~other~~sole ~~public~~member ~~companies~~of ~~that~~our ~~are~~Board ~~not~~of ~~emerging growth companies~~Directors, ~~including~~he ~~not~~could authorize ~~being~~the ~~required~~Company to ~~comply~~issue ~~with~~additional ~~the auditor~~shares ~~attestation requirements~~ of ~~Section~~preferred ~~404~~stock ofor determine the ~~Sarbanes-Oxley~~relative ~~Act,~~rights ~~delay~~and ~~compliance~~preferences ~~with~~of ~~new~~existing or ~~revised accounting standards~~new ~~that~~classes ~~have~~of ~~different~~preferred ~~effective~~stock ~~dates~~without ~~for~~further ~~public~~stockholder ~~and~~approval. ~~private~~As ~~companies~~a ~~until they are made applicable to private companies~~result, ~~reduced disclosure obligations regarding executive compensation in~~ our ~~periodic~~Board ~~reports~~of ~~and~~Directors ~~proxy~~could ~~statements~~then ~~and~~authorize ~~exemptions from~~ the ~~requirements~~issuance of ~~holding~~preferred astock ~~nonbinding~~that ~~advisory~~would ~~vote~~grant onto ~~executive~~holders ~~compensation~~preferred ~~and~~rights ~~shareholder~~to ~~approval~~our ofassets ~~any~~upon ~~golden~~liquidation, ~~parachute~~the ~~payments~~right ~~not previously~~to ~~approved.~~receive Wedividends ~~could~~before dividends beare andeclared ~~emerging growth company for up~~ to ~~five~~holders ~~years,~~of ~~although we could lose that status sooner if~~ our ~~revenues~~common ~~exceed $1 billion~~stock, ifand wethe ~~issue~~right ~~more~~to ~~than~~the $1redemption ~~billion~~of insuch ~~non-convertible~~preferred ~~debt~~shares, intogether with a ~~three year period~~premium, prior orto if the ~~market value~~redemption of ~~our~~the common stock. ~~held~~To bythe ~~non-affiliates~~extent ~~exceeds~~that ~~$700~~we ~~million~~do asissue ofadditional ~~any~~shares ~~September~~of 30preferred ~~before that time~~stock, inyour ~~which~~rights ~~case~~as weholders ~~would~~of nocommon ~~longer~~stock could be animpaired ~~emerging~~thereby, ~~growth~~including, ~~company~~without aslimitation, dilution of ~~the~~your ~~following~~ownership ~~December~~interests 31in us. WeIn ~~cannot~~addition, ~~predict~~shares of ifpreferred ~~investors~~stock ~~will~~could ~~find~~be ~~our~~issued ~~common stock~~with ~~less~~terms ~~attractive~~calculated ~~because~~to wedelay ~~may~~or ~~rely~~prevent ona ~~these~~change ~~exemptions.~~in Wecontrol ~~have~~or ~~decided~~make toremoval ~~take advantage~~ of ~~the~~management ~~exemptions~~more ~~provided to~~difficult, ~~emerging~~which ~~growth companies and as a result our financial statements~~ may not be ~~comparable~~in toyour ~~companies~~interest ~~that comply with public company effective dates. In addition, some investors might find our common stock less attractive~~ as a ~~result,~~holder ~~there~~of ~~may be a less active trading market for our~~ common stock ~~and our stock price may be more volatile~~.

~~Our~~We ~~future~~may ~~success~~seek ~~depends~~to onraise ~~our~~additional ~~ability~~funds, tofinance ~~retain~~acquisitions ~~our~~or ~~key~~develop ~~employees~~strategic relationships by issuing capital stock.

We ~~are~~may ~~dependent~~finance onour ~~the~~operations ~~services~~and ofdevelop ~~Ardell~~strategic ~~Mees,~~relationships ~~our~~by ~~Chief~~issuing ~~Executive~~equity ~~Officer~~or ~~and~~debt ~~Chief~~securities, ~~Financial~~which ~~Officer~~could ~~and~~significantly ~~member of our Board.~~reduce ~~Other~~the ~~than~~percentage ~~non-compete~~ownership ~~provisions~~ of ~~limited~~our ~~duration~~existing ~~included~~stockholders. inFurthermore, ~~employment~~any ~~agreements~~newly ~~that~~issued wesecurities ~~may~~could ~~or will~~ have ~~with certain executives~~rights, wepreferences doand ~~not~~privileges senior ~~generally~~to ~~seek~~those ~~non-compete~~of ~~agreements~~our ~~with~~existing ~~key~~stock. ~~personnel~~Moreover, ~~and~~any ~~they~~issuances ~~may~~by ~~leave and subsequently compete against~~ us. ~~The loss~~ of ~~service~~equity ofsecurities ~~any~~may ofbe ~~our~~at ~~senior~~or ~~management~~below ~~team,~~the ~~particularly~~prevailing ~~those~~market ~~who are not party to employment agreements with~~price ~~us,~~of or our ~~failure~~stock toand ~~attract~~in ~~and~~any ~~retain~~event ~~other~~may ~~qualified~~have ~~and~~a ~~experienced~~dilutive ~~personnel~~impact on ~~acceptable~~your ~~terms~~ownership interest, which could ~~have~~cause athe ~~material adverse~~market ~~effect~~price onof our ~~business~~stock to decline.

WeCompliance obligations under the Sarbanes-Oxley Act may bemake ~~unable~~it more difficult for us to ~~attract~~effectuate ~~and~~our ~~retain~~initial ~~the~~business ~~skilled~~combination, ~~employees~~require ~~needed~~substantial financial toand ~~sustain~~management resources, and ~~grow~~increase ~~our~~the time and costs of completing an initial business combination.

~~Our~~Section ~~success~~404 toof ~~date has largely depended on, and will continue to depend on,~~ the ~~skills,~~Sarbanes-Oxley ~~efforts~~Act ~~and~~requires ~~motivations~~that ofwe ~~our~~evaluate ~~executive team~~ and ~~employees,~~report ~~who~~on ~~generally have significant experience with~~ our ~~Company~~system ~~and within the construction and installation~~ of ~~grocery~~ ~~store~~internal ~~decor industry~~controls. ~~Our~~Only ~~success~~in ~~will~~the ~~also~~event ~~depend~~we ~~largely~~are ~~on our ability~~ deemed to ~~attract~~be ~~and~~a ~~retain~~large ~~highly~~accelerated ~~qualified~~filer ~~interior decoration~~or ~~engineers~~an ~~and~~accelerated ~~construction~~filer, ~~contractors~~will ~~and~~we ~~general~~be ~~corporate~~required ~~management~~to ~~personnel.~~comply Wewith ~~may~~the ~~find~~independent ~~difficulties~~registered inpublic ~~locating~~accounting ~~and~~firm ~~hiring~~attestation ~~qualified~~requirement ~~grocery~~on ~~store~~our ~~decor~~internal ~~personnel~~control ~~and~~over infinancial ~~retaining such personnel once hired, which may materially and adversely affect our business~~reporting.

We ~~may~~have ~~need~~identified ~~additional~~material ~~capital~~weakness in ~~the~~our ~~future,~~internal ~~but~~control ~~there~~over isfinancial noreporting. ~~assurance~~This ~~that~~material ~~funds~~weakness ~~will~~could becontinue ~~available~~to onadversely affect ~~acceptable~~our ~~terms,~~ability orto atreport ~~all~~our results of operations and financial condition accurately and in a timely manner.

We ~~may~~have ~~need~~concluded tothat ~~raise~~our ~~additional~~internal ~~funds~~control inover ~~order~~financial toreporting ~~achieve~~was ~~growth~~ineffective oras ~~fund~~of ~~other~~December ~~business~~31, ~~initiatives~~2024, and as of December 31, 2023, because material weaknesses existed in our internal control over financial reporting. ~~This~~If ~~financing~~we ~~may~~are ~~not~~unable beto ~~available~~remediate our material weaknesses in ~~sufficient~~a ~~amounts~~timely manner or onwe ~~terms~~identify ~~acceptable~~additional tomaterial usweaknesses, ~~and~~we may be ~~dilutive~~unable to ~~existing~~provide ~~stockholders~~required iffinancial ~~raised~~information ~~through~~in ~~additional~~a ~~equity~~timely ~~offerings~~and reliable manner and we may incorrectly report financial information. ~~Additionally~~Likewise, ~~any~~if ~~securities~~our ~~issued~~financial tostatements ~~raise~~are ~~funds~~not ~~may~~filed ~~have~~on ~~rights~~a timely basis, ~~preferences~~we orcould ~~privileges~~be ~~senior~~subject to ~~those~~sanctions ofor ~~existing stockholders.~~investigations IfFINRA, ~~adequate~~the ~~funds~~SEC ~~are~~or ~~not~~other ~~available~~regulatory authorities. The existence of material weaknesses or ~~are~~significant ~~not~~deficiencies ~~available~~in oninternal ~~acceptable~~control ~~terms,~~over financial reporting could adversely affect our ~~ability~~business toand ~~expand,~~our ~~develop~~reputation or investor ~~enhance~~perceptions ~~services~~of orus, ~~products~~which could have a negative effect on the trading price of our stock. In addition, orwe ~~respond~~will incur additional costs to ~~competitive~~remediate ~~pressures~~material ~~may~~weaknesses bein ~~materially~~our ~~limited~~internal control over financial reporting.

WeOur ~~are~~management ~~not~~is ~~raising~~responsible ~~any~~for ~~funds~~establishing and maintaining adequate internal control over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in ~~this~~accordance with ~~offering~~GAAP. Our management is likewise required, on a quarterly basis, to evaluate the effectiveness of our internal controls and ~~paying~~to ~~offering~~disclose any ~~expenses~~changes and material weaknesses identified through such evaluation of those internal controls. A material weakness is a deficiency, or ~~which~~a ~~could~~combination ~~limit~~of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our ~~available~~annual ~~cash~~or interim financial statements will not be prevented or detected on a timely basis.

As of December 31, 2016, we had current assets of $16,156 consisting of cash. As of December 31, 2015, we had current assets of $86,011 consisting of cash. We will not receive any proceeds from this offering, and we will be paying the estimated offering expenses of $30,500.00 The offering expenses of $30,500 will reduce our current assets and available cash. Therefore, we may be in worse financial condition following this offering than we were prior to commencement of this offering.

Any existing indebtedness could adversely affect our financial condition and we may not be able to fulfill our debt obligations.

Any proposed indebtedness may contain various covenants that may limit our ability to, among other things: (i) incur or guarantee additional indebtedness; (ii) pay dividends or make other distributions to our stockholders; (iii) make restricted payments; (iv) engage in transactions with affiliates; and (v) enter into proposed business transactions or combinations. These restrictions could limit our ability to withstand general economic downturns that could affect our business, obtain future financing, make acquisitions or capital expenditures, conduct operations or otherwise capitalize on business opportunities that may arise. Additionally, if we incur substantial debt for working capital purposes, we may use a significant portion of our cash flow to pay interest on our outstanding debt, limiting the amount available for working capital, capital expenditures and other general corporate purposes.

We ~~may~~can begive ~~more~~no ~~vulnerable~~assurance tothat ~~adverse~~the ~~economic~~measures ~~conditions~~we ~~than~~have ~~less~~taken ~~leveraged competitors~~ and ~~thus~~plan ~~less able~~ to ~~withstand~~take ~~competitive pressures.~~in Ifthe ~~our~~future ~~cash~~will ~~flow~~remediate isthe ~~inadequate~~material toweaknesses ~~make~~in ~~interest and principal payments on~~ our ~~debt,~~internal control weover ~~might~~financial ~~have~~reporting ~~to refinance our indebtedness~~ or ~~issue~~that any additional ~~equity~~material weaknesses or ~~other~~restatements ~~securities~~of ~~and~~financial ~~may~~results will not bearise ~~successful~~ in ~~those~~the future ~~efforts~~due orto ~~may~~a ~~not~~failure ~~obtain terms favorable~~ to ~~us.~~implement ~~Additionally,~~and ~~our~~maintain ~~ability~~adequate tointernal ~~finance~~control ~~working~~over ~~capital~~financial ~~needs~~reporting ~~and~~or ~~general~~circumvention ~~corporate~~of ~~purposes~~these ~~for the public and~~controls. ~~private~~In ~~markets~~addition, aseven ~~well~~if aswe ~~the~~are ~~associated~~successful ~~cost~~in ofstrengthening ~~funding,~~our iscontrols ~~dependent~~and procedures, in ~~part,~~the onfuture ~~our~~those ~~credit~~controls ~~ratings,~~and ~~which~~procedures may not be ~~adversely affected~~adequate ~~if we experience declining service revenue. Any of these events could reduce our ability~~ to ~~generate~~prevent ~~cash~~or ~~available~~identify ~~for investment~~irregularities or ~~debt~~errors ~~repayment~~ or to ~~make~~facilitate ~~improvements~~the orfair ~~respond~~presentation toof ~~events~~our ~~that~~financial ~~would enhance profitability~~statements.

~~Our~~RISKS ~~registered~~RELATED ~~public~~TO ~~accounting~~THE ~~firm has expressed substantial doubt about our ability to continue as a going concern and we may not be able to continue as a going concern.~~OFFERING

~~The~~Our ~~report~~existing ofstockholders ~~our~~may ~~independent~~experience ~~registered~~significant ~~public~~dilution ~~accounting~~from ~~firm accompanying our audited financial statements for~~ the ~~fiscal~~sale years ended December 31, 2016 and 2015 stated those financial statements were prepared assuming that we would continue as a going concern. These financial statements do not include any adjustments to the recoverability ans classification of ~~recorded asset amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern. The issue of~~ our ~~ability to~~common ~~continue~~stock aspursuant ~~a going concern is primarily due~~ to ~~our losses suffered during~~ the ~~past~~GHS ~~few~~Financing ~~fiscal years, which losses we continue to occur~~Agreement. Because we have received this opinion from our auditor, it may be more difficult for us to attract investors for equity financing, or to secure debt financing or bank loans on acceptable terms, if at all.

~~Risks~~The ~~Related~~sale Toof ~~This~~our ~~Offering~~common stock to GHS Investments LLC in accordance with the Financing Agreement may have a dilutive impact on our shareholders. As a result, the market price of our common stock could decline. In addition, the lower our stock price is at the time we exercise our put options, the more shares of our common stock we will have to issue to GHS in order to exercise a put under the Financing Agreement. If our stock price decreases, then our existing shareholders would experience greater dilution for any given dollar amount raised through the offering.

~~There~~The isperceived norisk ~~market~~of ~~for~~dilution may cause our stockholders to sell their shares, which may cause a decline in the price of our common stock. Moreover, the perceived risk of dilution and wethe ~~may~~resulting ~~never~~downward ~~develop~~pressure aon ~~market,~~our ~~which~~stock ~~would~~price ~~render~~could encourage investors’ ~~investment~~to engage in ~~illiquid~~short sales of our common stock. By increasing the number of shares offered for sale, material amounts of short selling could further contribute to progressive price declines in our common stock.

~~SEC Rule 15c2-11 was designed to allow non-reporting company’s securities to be quoted on~~ The ~~Financial Industry Regulatory~~ ~~Authority~~issuance ~~(“FINRA”)~~of ~~OTC~~shares ~~Markets~~pursuant ~~or other market by filing disclosures. Rule 15c2-11 requires market makers~~ to ~~review basic issuer information prior to publishing quotations for~~ the ~~issuer’s~~GHS ~~securities.~~Financing ~~Market~~Agreement ~~makers~~may ~~must~~ have a ~~reasonable basis~~significant ~~for~~dilutive ~~believing that the information is accurate and from reliance sources~~effect.

IfDepending aon ~~security~~the ~~has~~number ~~eligible~~of ~~status,~~shares itwe ~~means~~issue ~~one~~pursuant orto ~~more~~the ~~market~~GHS ~~makers~~Financing ~~has~~Agreement, ~~received~~it ~~clearance~~could tohave ~~quote~~a ~~the~~significant ~~issue~~dilutive oneffect ~~the~~upon ~~OTC~~our ~~Markets~~existing ~~within~~shareholders. Although the ~~last~~number 30of ~~days.~~shares ~~During~~that ~~the~~we ~~“eligible”~~may ~~period,~~issue apursuant ~~frequency-of-quotation~~to ~~test~~the isFinancing ~~administered.~~Agreement ~~The~~will ~~frequency-of-quotation test~~vary is based on ~~whether~~our astock ~~broker/dealer~~price (the ~~has~~higher ~~itself~~our ~~published~~stock ~~quotations~~price, in the ~~security~~less inshares ~~the~~we ~~applicable~~have ~~interdealer~~to ~~quotation system~~issue), onthere atmay ~~least~~be 12a ~~business~~potential ~~days~~dilutive ~~during~~effect ~~the~~to ~~preceding~~our 30shareholders, ~~calendar~~based ~~days~~on different ~~with~~potential ~~not~~future ~~more~~stock ~~than~~prices, ~~four~~if ~~consecutive~~the ~~business~~full ~~days~~amount ~~without quotations.~~of ~~Once~~the ~~this~~Financing ~~criteria~~Agreement ~~has~~is ~~been~~realized. ~~satisfied,~~Dilution ~~authorized~~is ~~participants~~based ~~may~~upon ~~register~~the ~~online~~common stock input ato ~~security.~~GHS Asand ~~long as~~ the ~~security remains~~stock inprice andiscounted ~~“active”~~to ~~state,~~GHS’s ~~any~~purchase ~~participant~~price ~~may~~of ~~quote~~80% of the ~~security~~lowest ~~without~~trading aprice ~~Form~~during ~~211~~the ~~submission~~pricing period.

~~Our~~GHS ~~common~~Investments ~~shares~~LLC ~~are~~will ~~not~~pay ~~listed~~less onthan ~~any~~the ~~stock~~then-prevailing market orprice ~~exchange, making the selling and trading~~ of our ~~shares~~common ~~exceedingly difficult. Without a secondary market~~stock, ~~one~~which iscould ~~not~~cause ~~easily~~the ~~able~~price toof ~~sell or trade~~ our ~~shares~~common ~~after purchasing them, and therefore may be stuck~~stock ~~with their shares, rendering them illiquid. A market maker has verbally agreed (but is not bound by such agreement)~~ to ~~submit a Form 211 application for a priced quotation on a market on our behalf, but there is no guarantee that our application will be approved~~decline. And even if we are accepted, quotation on a market doesn’t assure that a meaningful market will be created and sustained. It is common, in fact, for newly listed companies to have a non-existent trading volume on any given day.

~~Any~~Our ~~future~~common ~~market~~stock to be issued under the GHS Financing Agreement will be purchased at a twenty percent (20%) discount to, or eighty percent (80%) of, the lowest trading price ~~for~~during the ten (10) consecutive trading days immediately preceding our ~~shares~~notice ~~may~~to beGHS ~~volatile~~of our election to exercise our “put” right.

InGHS ~~the~~has ~~event we obtain~~ a ~~listing~~financial onincentive anto ~~exchange~~sell ~~, the market price for~~ our shares isimmediately ~~likely~~upon toreceiving bethem ~~highly volatile and subject~~ to ~~wide~~ ~~fluctuations~~realize inthe ~~response~~profit tobetween ~~various factors, including~~ the ~~following:~~discounted ~~(i)~~price ~~actual~~and ~~or anticipated fluctuations in our quarterly~~the ~~operating~~market ~~results~~price. ~~and~~If ~~revisions~~GHS tosells our ~~expected~~shares, ~~results;~~the ~~(ii)~~price ~~changes~~of inour ~~financial~~common ~~estimates~~stock bymay ~~securities~~decrease. ~~research~~If ~~analysts; (iii) announcements by us or~~ our ~~competitors~~stock ofprice ~~new services~~decreases, ~~strategic~~GHS ~~relationships,~~may ~~joint~~have ~~ventures~~further incentive orto ~~capital~~sell ~~commitments; (iv)~~such ~~addition~~shares. orAccordingly, ~~departure~~the ofdiscounted ~~key~~sales ~~personnel;~~price ~~and~~in ~~(v)~~the ~~sales~~Financing orAgreement ~~perceived~~may ~~potential~~cause ~~sales~~the price of our ~~shares~~common stock to decline.

We may not have access to the full amount under the Financing Agreement.

On January 20, 2026, the lowest traded price of the Company’s common stock during the prior ten (10) consecutive trading day period was $0.037. At that price, we would be able to sell shares to GHS under the Financing Agreement at the discounted price of $0.03. At that discounted price, the 29,000,000 shares registered for issuance to GHS under the Financing Agreement would, if sold by us to GHS, result in aggregate proceeds of approximately $858,000, which is substantially less than the maximum amount of common stock that may be sold to GHS under the Financing Agreement, which maximum amount is $20,000,000. There is no guarantee that we will receive any minimum amount of proceeds under the Financing Agreement.

InSince ~~addition,~~our ~~the~~common ~~securities~~stock ~~market~~is ~~has~~thinly ~~from~~traded ~~time~~it tois ~~time,~~more ~~and~~susceptible to anextreme ~~even~~rises ~~greater~~or ~~degree~~declines ~~since~~in ~~the last quarter of 2007~~price, ~~experienced significant price~~ and ~~volume~~you ~~fluctuations~~may ~~that are~~ not ~~related~~be able to ~~the~~sell ~~operating performance of particular companies. These market~~your ~~fluctuations may also have a material adverse effect on the market price of our ordinary~~ shares. ~~Furthermore,~~at inor ~~the~~above ~~past, following periods of volatility in~~ the ~~market~~ price ~~of a public company’s securities, shareholders have frequently instituted securities class action litigation against that company~~paid. ~~Litigation of this kind could result in substantial costs and a diversion of our management’s attention and resources.~~

~~Our~~Since our common stock ~~will~~is thinly traded its trading price is likely to be ~~classified~~highly asvolatile aand ~~“penny~~could ~~stock”~~be ~~under~~subject ~~SEC~~to ~~rules~~extreme fluctuations in response to various factors, many of which ~~will~~are ~~limit~~beyond ~~the~~our ~~market~~control, ~~for~~including ~~our~~(but ~~common~~not ~~stock.~~necessarily limited to):

~~The SEC~~● ~~has~~the ~~adopted~~trading ~~rules~~volume ~~that~~of ~~regulate~~our ~~broker-dealer~~shares; ~~practices~~● inthe ~~connection~~number ~~with transactions in “penny stocks.” Penny stocks generally are equity securities with a price~~ of ~~less than $5.00 (other than~~ securities ~~registered on certain national securities exchanges or quoted on the NASDAQ system~~analysts, ~~provided~~market-makers ~~that~~and ~~current~~brokers ~~price~~following ~~and~~our ~~volume~~common ~~information~~stock; ~~with~~● ~~respect~~new toproducts ~~transactions~~or inservices ~~such securities~~introduced isor ~~provided~~announced by ~~the~~us ~~exchange~~ or ~~system).~~our ~~Penny~~competitors; ~~stock~~● ~~rules~~actual ~~require~~or aanticipated ~~broker-dealer,~~variations ~~prior to a transaction~~ in aquarterly ~~penny stock~~operating ~~not~~results; ~~otherwise~~● ~~exempt~~conditions ~~from~~or ~~those~~trends ~~rules,~~in toour ~~deliver~~business aindustries; ~~standardized~~● ~~risk~~announcements ~~disclosure document prepared~~ by ~~the~~us ~~SEC, which specifies information about penny stocks and the nature and significance~~ of ~~risks~~significant ofcontracts, ~~the~~acquisitions, ~~penny~~strategic ~~stock~~partnerships, ~~market.~~joint Aventures ~~broker-dealer~~or ~~must~~capital ~~also~~commitments; ~~provide the~~● ~~customer~~additions ~~with~~or ~~bid~~departures ~~and offer quotations for the penny stock, the compensation~~ of ~~the~~key ~~broker-dealer,~~personnel; ~~and~~● sales ~~person in the transaction, and monthly account statements indicating the market value~~ of ~~each~~our ~~penny~~common stock; ~~held~~and in● ~~the~~general ~~customer’s account. In addition, the penny~~ stock ~~rules~~market ~~require~~price ~~that,~~and ~~prior~~volume tofluctuations aof ~~transaction in a penny stock not otherwise exempt from those rules~~publicly-traded, ~~the~~ ~~broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser~~ and ~~receive~~ ~~the~~particularly purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for stock that becomes subject to those penny stock rules. If a trading market for our common stock developsmicrocap, ~~our common stock will probably become subject to the penny stock~~companies.

~~Purchasers~~Investors inmay ~~this~~have ~~offering~~difficulty ~~will~~reselling ~~have~~shares ~~limited~~of ~~control~~our ~~over~~common ~~decision~~stock, ~~making~~either at or above the price they paid for our stock, or even at fair market value. The stock markets often experience significant price and volume changes that are not related to the operating performance of individual companies, and because ~~Board~~our common stock is thinly traded it is particularly susceptible to such changes. These broad market changes may cause the market price of ~~Director~~our ~~members~~common ~~Ardell~~stock ~~Mees~~to ~~and~~decline ~~Tammera~~regardless ~~Mees~~of how well we perform as a company. In addition, there is a history ~~control~~of securities class action litigation following periods of volatility in the market price of a ~~majority~~company’s securities. Although there is no such litigation currently pending or threatened against us, such a suit against us could result in the incursion of substantial legal fees, potential liabilities and the diversion of management’s attention and resources from our ~~issued~~business. Moreover, and ~~outstanding~~as noted ~~common~~below, our shares are currently traded on the OTC Link (OTC Pink tier) and, further, are subject to the penny stock regulations. Price fluctuations in such shares are particularly volatile and subject to potential manipulation by market-makers, short-sellers and option traders.

Presently, Ardell Mees, our Chief Executive Officer, Chief Financial Officer and director, beneficially owns approximately 36.5% of the total issued and outstanding shares of common stock. Another officer of the Company, Tammera Mees, wife of the CEO Ardell Mees, owns approximately 18.68% of the outstanding common stock. The combined stock ownership of Ardell Mees and Tammera Mees is approximately 55.18%. Because of such ownership, investors in this offering will have limited control over matters requiring approval by our shareholders, including the election of directors. Such control may also make it difficult for our shareholders to receive a premium for their shares of common stock in the event the Company enters into transactions which require stockholder approval. In addition, certain provisions of Nevada law could have the effect of making it more difficult or more expensive for a third party to acquire, or of discouraging a third party from attempting to acquire, control. For example, Nevada law provides that not less than two-thirds vote of the stockholders is required to remove a director for cause, which could make it more difficult for a third party to gain control of our Board of Directors. This concentration of ownership limits the power to exercise control by the minority shareholders.

Our Chief Executive Officer/President/Chief Financial Officer has little or no experience managing a public reporting company and may not be fully aware of all the requirements under the Securities Exchange Act of 1934, as amended, including those regarding internal controls.

Our President/Chief Executive Officer/Chief Financial Officer has not has previously managed a public reporting company and, therefore, will need to rely on the expertise of others, including our outside accountant, auditors and legal counsel, regarding preparation of reports under the Securities Exchange Act, preparation of financial statements according to U.S. GAAP, establishment of internal controls and procedures, and overall compliance with the Sarbanes-Oxley Act.

Nevada law and our Articles of Incorporation may protect our directors from certain types of lawsuits.

Nevada law provides that our officers and directors will not be liable to us or our stockholders for monetary damages for all but certain types of conduct as officers and directors. Our Bylaws permit us broad indemnification powers to all persons against all damages incurred in connection with our business to the fullest extent provided or allowed by law. The exculpation provisions may have the effect of preventing stockholders from recovering damages against our officers and directors caused by their negligence, poor judgment or other circumstances. The indemnification provisions may require us to use our limited assets to defend our officers and directors against claims, including claims arising out of their negligence, poor judgment, or other circumstances.

USE OF PROCEEDS

~~All~~The ~~shares~~Company will use the proceeds from the sale of ~~our~~the ~~common~~Shares ~~stock~~for ~~offered~~general bycorporate ~~this~~and ~~prospectus~~working ~~are~~capital ~~being~~purposes ~~registered~~and acquisitions of assets, businesses or operations or for ~~the~~other ~~account~~purposes ofthat the ~~Selling~~Board ~~Shareholders.~~of WeDirectors, ~~will not~~in ~~receive~~good ~~any~~faith, ofdeem ~~the~~to ~~proceeds~~be ~~from~~in the ~~sale~~best interest of ~~these~~the ~~shares~~Company.

DIVIDEND POLICY

We have never declared dividends or paid cash dividends on our common stock and our board of directors does not intend to distribute dividends in the near future. The declaration, payment and amount of any future dividends will be made at the discretion of the board of directors, and will depend upon, among other things, the results of our operations, cash flows and financial condition, operating and capital requirements, and other factors as the board of directors considers relevant. There is no assurance that future dividends will be paid, and, if dividends are paid, there is no assurance with respect to the amount of any such dividend.

DETERMINATION OF OFFERING PRICE

~~Since~~We ~~our~~have ~~common~~not ~~stock~~set isan ~~not~~offering ~~listed~~price orfor ~~quoted~~the onshares ~~any~~registered ~~exchange~~hereunder, oras ~~quotation~~the ~~system,~~only shares being registered are those sold pursuant to the GHS ~~offering~~Financing ~~price~~Agreement. GHS may sell all or a portion of the shares ofbeing ~~common~~offered ~~stock~~pursuant to this prospectus at fixed prices and prevailing ~~was~~market ~~determined~~prices byat the ~~Company’s~~time ~~Board~~ of ~~Directors~~sale, at varying prices or at negotiated prices.

The offering price of $0.10 may not reflect the market price of our shares after the offering. The offering price of the shares of our common stock does not necessarily bear any relationship to our book value, assets, past operating results, financial condition or any other established criteria of value. The facts considered in determining the offering price were our financial condition and prospects as well as the general condition of the securities market.

Although our common stock is not listed on a public exchange, we will be filing to obtain a listing on the OTCQB Market concurrently with the filing of this prospectus. In order to be quoted on the OTCQB Market, a market maker must file an application on our behalf in order to make a market for our common stock. There can be no assurance that a market maker will agree to file the necessary documents with FINRA nor can there be any assurance that such an application for quotation will be approved.

DILUTION

~~The~~Not ~~shares~~applicable. ~~that~~The ~~are~~shares ~~currently being~~ registered under this registration statement ~~have~~are ~~already~~not ~~been~~being ~~issued~~offered ~~and~~for ~~are currently outstanding~~purchase. ~~Therefore,~~ ~~there~~The ~~will~~shares beare nobeing ~~dilutive impact~~ registered on ~~the~~behalf ~~Company’s current shareholders as a result~~ of ~~re-sales~~our ~~by the~~ selling shareholders ofpursuant ~~their~~to ~~shares~~the ~~under~~GHS ~~this~~Financing ~~registration statement~~Agreement.

IfSELLING ~~the~~SECURITY company finds it necessary to raise additional funds, dilution may occur to some or all existing shareholders, including purchasers of shares offered in this offering, depending upon the price at which such shares are sold in the future.HOLDER

~~SELLING~~The ~~SECURITY~~selling ~~HOLDERS~~stockholder identified in this prospectus may offer and sell up to 29,000,000 shares of our common stock, which consists of shares of common stock to be sold by GHS pursuant to the Financing Agreement. If issued presently, the shares of common stock registered for resale by GHS would represent 15.5% of our issued and outstanding shares of common stock as of January 20, 2026.

The following table sets forth the shares beneficially owned, as of August 23, 2017, by the Selling Security Holders prior to the offering contemplated by this prospectus, the number of shares each Selling Security Holder is offering by this prospectus and the number of shares which each would own beneficially if all such offered shares are sold.13

We may require the selling stockholder to suspend the sales of the shares of our common stock being offered pursuant to this prospectus upon the occurrence of any event that makes any statement in this prospectus or the related registration statement untrue in any material respect or that requires the changing of statements in those documents in order to make statements in those documents not misleading.

The selling stockholder identified in the table below may from time to time offer and sell under this prospectus any or all of the shares of common stock described under the column “Shares of Common Stock Being Offered” in the table below.

GHS will be deemed to be an underwriter within the meaning of the Securities Act. Any profits realized by such selling stockholder may be deemed to be underwriting commissions.

Information concerning the selling stockholder may change from time to time and, if necessary, we will amend or supplement this prospectus accordingly. We cannot give an estimate as to the number of shares of common stock that will actually be held by the selling stockholder upon termination of this offering, because the selling stockholders may offer some or all of the common stock under the offering contemplated by this prospectus or acquire additional shares of common stock. The total number of shares that may be sold, hereunder, will not exceed the number of shares offered, hereby. Please read the section entitled “Plan of Distribution” in this prospectus.

The manner in which the selling stockholder acquired or will acquire shares of our common stock is discussed below under “The Offering.”

The following table sets forth the name of each selling stockholder, the number of shares of our common stock beneficially owned by such stockholder before this offering, the number of shares to be offered for such stockholder’s account and the number and (if one percent or more) the percentage of the class to be beneficially owned by such stockholder after completion of the offering. The number of shares owned are those beneficially owned, as determined under the rules of the SEC, and such information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares of our common stock as to which a person has sole or shared voting power or investment power and any shares of common stock which the person has the right to acquire within 60 days, through the exercise of any option, warrant or right, through conversion of any security or pursuant to the automatic termination of a power of attorney or revocation of a trust, discretionary account or similar arrangement, and such shares are deemed to be beneficially owned and outstanding for computing the share ownership and percentage of the person holding such options, warrants or other rights, but are not deemed outstanding for computing the percentage of any other person. Beneficial ownership percentages are calculated based on 158,520,409 shares of our common stock outstanding as of January 20, 2026.

Unless otherwise set forth below, (a) the persons and entities named in the table have sole voting and sole investment power with respect to the shares set forth opposite the selling stockholder’s name, subject to community property laws, where applicable, and (b) no selling stockholder had any position, office or other material relationship within the past three years, with us or with any of our predecessors or affiliates. The number of shares of common stock shown as beneficially owned before the offering is based on information furnished to us or otherwise based on information available to us at the timing of the filing of the registration statement of which this prospectus forms a part.

	Shares Owned by the Selling Stockholders	Shares of			Number of Shares to be Owned by Selling Stockholder After the Offering and Percent of Total Issued and Outstanding Shares
Name of Selling Stockholder	before the Offering (1)	Common Stock Being Offered			# of Shares (2)		% of Class (2)

GHS Investments LLC (3)	1,156,738(4)		29,000,000	(5)		0		0	%

Notes:

(1)	Beneficial ownership is determined in accordance with Securities and Exchange Commission rules and generally includes voting or investment power with respect to shares of common stock. Shares of common stock subject to options, warrants and convertible debentures currently exercisable or convertible, or exercisable or convertible within 60 days, are counted as outstanding. The actual number of shares of common stock issuable upon the conversion of the convertible debentures is subject to adjustment depending on, among other factors, the future market price of our common stock, and could be materially less or more than the number estimated in the table.
(2)	Because the selling stockholders may offer and sell all or only some portion of the 29,000,000 shares of our common stock being offered pursuant to this prospectus and may acquire additional shares of our common stock in the future, we can only estimate the number and percentage of shares of our common stock that any of the selling stockholders will hold upon termination of the offering.
(3)	Mark Grober exercises voting and dispositive power with respect to the shares of our common stock that are beneficially owned by GHS, and therefore he may be deemed to be the beneficial owner of shares held in the name of GHS.
(4)	Consists of 1,156,738 shares of common stock that were issued to GHS upon entering into the Financing Agreement on or about December 23, 2025, as a commitment fee immediately due to GHS under the Financing Agreement.
(5)	Consists of up to 29,000,000 shares of common stock to be sold by GHS pursuant to the Financing Agreement.

~~Beneficial~~THE ownership is determined in accordance with Securities and Exchange Commission rules. Under these rules, a person is deemed to be a beneficial owner of a security if that person or his/her spouse has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.OFFERING

~~None~~On ofDecember 19, 2025, we entered into an Equity Financing Agreement (the ~~Selling~~“Financing ~~Security~~Agreement”) ~~Holders~~with isGHS aInvestments ~~registered~~LLC ~~broker-dealer~~(“GHS”). Although orwe anare ~~affiliate~~not mandated to sell shares under the Financing Agreement, the Financing Agreement gives us the option to sell to GHS, up to $20,000,000 worth of aour ~~registered~~common ~~broker~~stock over the period ending twenty-~~dealer.~~four ~~Each~~(24) months after the date of the ~~Selling~~Financing Agreement ~~Security~~(December ~~Holders~~19, ~~acquired~~2027). ~~his~~The $20,000,000 ~~her~~was orstated ~~its~~as ~~shares~~the ~~pursuant~~total amount of available funding in the Financing Agreement because this was the maximum amount that GHS agreed to aoffer ~~private~~us ~~placement~~in ~~solely~~funding. ~~for~~There ~~investment~~is ~~and~~no assurance the market price of our common stock will increase in the future. The number of common shares that remain issuable may not ~~with~~be asufficient, ~~view~~dependent upon the share price, to allow us to access orthe full amount contemplated under the Financing Agreement. If the bid/ask spread remains the same as it was as of January 20, 2026, we will not be able to place put(s) for ~~resale~~the orfull ~~distribution~~commitment under the Financing Agreement. Based on the lowest traded price of ~~such~~our ~~securities~~common stock during the ten (10) consecutive trading day period preceding January 20, 2026, of $0.037, the registration statement covers the offer and possible sale of a maximum of 29,000,000 for gross proceeds of only approximately $858,000.

~~ADM~~The ~~Endeavors,~~purchase ~~Inc.~~price ~~conducted~~of athe ~~Regulation~~common Dstock ~~Rule~~will ~~506~~be ~~Offering~~set ~~dated January 25, 2001~~ at ~~$0.25~~eighty ~~per~~percent ~~share.~~(80%) ~~One~~of ~~hundred~~the ~~thirty~~lowest ~~thousand restricted~~trading ~~shares~~price of the common stock ~~were~~during ~~sold~~the toten (10) 26consecutive ~~investors~~trading ~~for~~day aperiod ~~total~~immediately ofpreceding ~~$32,500.~~the ~~The~~date ~~offering~~on ~~was~~which ~~conducted during~~ the ~~period of~~Company ~~January~~delivers 25a –put ~~February~~notice ~~17,~~to ~~2001~~GHS. ~~All~~In ~~investors to this offering were personally solicited by Ardell Mees~~addition, ~~being friends~~there ~~and~~is ~~business~~an ~~associates.~~ownership Nolimit ~~other solicitations were made~~ for ~~this~~GHS ~~offering~~of 4.99%.

~~The~~GHS ~~2,250,000~~is ~~shares~~not ~~issued~~permitted to ~~Calvin~~engage ~~Mees~~in onshort ~~May~~sales ~~30,~~involving ~~2017~~our ~~were~~common tostock ~~satisfy~~during the ~~terms~~term of athe ~~consulting~~commitment ~~agreement~~period. ~~dated~~In ~~May~~accordance 30with Regulation SHO, ~~2017~~however, sales of our common stock by GHS after delivery of a put notice of such number of shares reasonably expected to be purchased by GHS under a put will not be deemed a short sale.

In addition, we must deliver the other required documents, instruments and writings required. GHS is not required to purchase the put shares unless:

	●	Our registration statement with respect to the resale of the shares of common stock delivered in connection with the applicable put shall have been declared effective;
	●	we shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the registrable securities; and
	●	we shall have filed all requisite reports, notices, and other documents with the SEC in a timely manner.

As we draw down on the equity line of credit, shares of our common stock will be sold into the market by GHS. The sale of these shares could cause our stock price to decline. In turn, if our stock price declines and we issue more puts, more shares will come into the market, which could cause a further drop in our stock price. You should be aware that there is an inverse relationship between the market price of our common stock and the number of shares to be issued under the equity line of credit. If our stock price declines, we will be required to issue a greater number of shares under the equity line of credit. We have no obligation to utilize the full amount available under the equity line of credit.

Neither the Financing Agreement nor any of our rights or GHS’s rights thereunder may be assigned to any other person.

PLAN OF DISTRIBUTION

Each of the selling stockholders named above and any of their pledgees and successors-in-interest may, from time to time, sell any or all of their shares of common stock on OTC Markets or any other stock exchange, market or trading facility on which the shares of our common stock are traded or in private transactions. These sales may be at fixed prices and prevailing market prices at the time of sale, at varying prices or at negotiated prices. The selling stockholders may use any one or more of the following methods when selling shares:

	●	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
	●	block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
	●	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
	●	privately negotiated transactions;

(A) Selling Security Holder	Relationship to Issuer	(B) Shares Beneficially Owned Before Offering		(C) Percentage of Outstanding Shares Beneficially Owned Before the Offering			(D) Shares to be sold in the Offering		(E) Shares Beneficially owned after the Offering		(F) Percentage of Outstanding Shares Beneficially Owned Aftee the Offerning
Kelly Arndt	None		4,180,000		3.26	%		88,000		4,092,000		3.19	%
Mark Bahmiller	None		88,000		0.07	%		88,000		0		0.00	%
Daniel Baker	None		22,000		0.02	%		22,000		0		0.00	%
Todd Becker	None		44,000		0.03	%		44,000		0		0.00	%
Wade Becker	None		44,000		0.03	%		44,000		0		0.00	%
Clyde Boehm	None		44,000		0.03	%		44,000		0		0.00	%
Todd Broadway	None		4,180,000		3.26	%		88,000		4,092,000		3.19	%
Bruce Brucker	None		44,000		0.03	%		44,000		0		0.00	%
Robert Geiger	None		44,000		0.03	%		44,000		0		0.00	%
Brent Geiss	None		44,000		0.03	%		44,000		0		0.00	%
Mark Grove	None		44,000		0.03	%		44,000		0		0.00	%
Kevin Hahne	None		44,000		0.03	%		44,000		0		0.00	%
Melissa Hayes	None		4,180,000		3.26	%		88,000		4,092,000		3.19	%
Robert Howry	None		44,000		0.03	%		44,000		0		0.00	%
Steven Howry	None		88,000		0.07	%		88,000		0		0.00	%
Romie Krickbaum	None		4,180,000		3.26	%		88,000		4,092,000		3.19	%
Kurt Leier	None		44,000		0.03	%		44,000		0		0.00	%
Trevor Madler	None		44,000		0.03	%		44,000		0		0.00	%
Addie McConachie	None		11,000,000		8.58	%		88,000		10,912,000		8.51	%
Calvin Mees	Brother of CEO, Consultant		2,250,000		1.76	%		88,000		2,162,000		1.69	%
Shawn Messmer	None		44,000		0.03	%		44,000		0		0.00	%
David Moum	None		44,000		0.03	%		44,000		0		0.00	%
Nicole Nygaard	None		2,200,000		1.72	%		88,000		2,112,000		1.65	%
Michael Oswald	None		2,200,000		1.72	%		88,000		2,112,000		1.65	%
Wesley Pittenger	None		44,000		0.03	%		44,000		0		0.00	%
Dan Saunders	None		4,268,000		3.33	%		88,000		4,180,000		3.26	%
Don Saunders	None		88,000		0.07	%		88,000		0		0.00	%
Mark Schmidt	None		44,000		0.03	%		44,000		0		0.00	%
Dana Schuler	None		2,200,000		1.72	%		88,000		2,112,000		1.65	%
Mark Setterland	None		88,000		0.07	%		88,000		0		0.00	%
SLIC (2)	None		88,000		0.07	%		88,000		0		0.00	%
Delton Stein	None		4,180,000		3.26	%		88,000		4,092,000		3.19	%
STP Investments (3)	None		44,000		0.03	%		44,000		0		0.00	%
Chad Vogel	None		88,000		0.07	%		88,000		0		0.00	%
Glenda Vogel	None		27,500		0.02	%		27,500		0		0.00	%
Wade Vogel	None		4,224,000		3.30	%		88,000		4,136,000		3.23	%
Bettina Weist	None		2,200,000		1.72	%		88,000		2,112,000		1.65	%
Karen Wolff	None		27,500		0.02	%		27,500		0		0.00	%
Steven Wolff	None		44,000		0.03	%		44,000		0		0.00	%
James W Allen Family Trust	None		500,000		0.39	%		88,000		412,000		0.32	%
Bill Tom Bagley	None		1,750,000		1.37	%		88,000		1,662,000		1.30	%
Alan Jackson	None		1,225,000		0.96	%		88,000		1,137,000		0.89	%
Ben Melena	None		275,000		0.21	%		88,000		187,000		0.15	%
Louis Rodriguez	None		150,000		0.12	%		88,000		62,000		0.05	%
Amanda O’Neill Thompson	None		1,500,000		1.17	%		88,000		1,412,000		1.10	%
Kirtland Speaks	None		2,225,000		1.74	%		88,000		2,137,000		1.67	%

	●	broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share;
	●	a combination of any such methods of sale; or

Broker-dealers engaged by the selling stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with FINRA IM-2440.

GHS is an underwriter within the meaning of the Securities Act of 1933 and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act of 1933 in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act of 1933. GHS has informed us that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock of our company. Pursuant to a requirement by FINRA, the maximum commission or discount to be received by any FINRA member or independent broker-dealer may not be greater than 8% of the gross proceeds received by us for the sale of any securities being registered pursuant to Rule 415 promulgated under the Securities Act of 1933.

Discounts, concessions, commissions and similar selling expenses, if any, attributable to the sale of shares will be borne by the selling stockholder. The selling stockholder may agree to indemnify any agent, dealer, or broker-dealer that participates in transactions involving sales of the shares if liabilities are imposed on that person under the Securities Act of 1933.

We are required to pay certain fees and expenses incurred by us incident to the registration of the shares covered by this prospectus. We have agreed to indemnify the selling stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act of 1933. We will not receive any proceeds from the resale of any of the shares of our common stock by the selling stockholders. We may, however, receive proceeds from the sale of our common stock under the Financing Agreement with GHS. Neither the Financing Agreement with GHS nor any rights of the parties under the Financing Agreement with GHS may be assigned or delegated to any other person.

We have entered into an agreement with GHS to keep this prospectus effective until GHS has sold all of the common shares purchased by it under the Financing Agreement and has no right to acquire any additional shares of common stock under the Financing Agreement.

The resale shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

Under applicable rules and regulations under the Securities Exchange Act of 1934, any person engaged in the distribution of the resale shares may not simultaneously engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the selling stockholders will be subject to applicable provisions of the Securities Exchange Act of 1934 and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the common stock by the selling stockholders or any other person. We will make copies of this prospectus available to the selling stockholders.

(1)	The percentage ownership is based on a total of 128,182,497 shares of our common stock outstanding as of August 23, 2017. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Note that affiliates are subject to Insider trading regulations - percentage computation is for form purposes only
(2)	These shares are beneficially owned by Steven Wolff, who has sole voting power over the stock held in the name of the shareholder
(3)	These shares are beneficially owned by Patrick Senger, who has sole voting power over the stock held in the name of the shareholder.

DESCRIPTION OF SECURITIES

~~PLAN OF DISTRIBUTION~~General

ToWe beare ~~quoted~~authorized onto ~~the~~issue ~~OTC~~800,000,000 ~~Markets~~shares of common stock, apar ~~market~~value ~~maker~~$0.001, ~~must~~of ~~file~~which an158,520,409 ~~application~~shares onare ~~our~~issued ~~behalf~~and inoutstanding as ~~order~~of toJanuary ~~make~~20, a2026, ~~market~~and ~~for~~80,000,000 ~~our~~shares ~~common~~of preferred stock, par value $0. To001, ~~date~~80,000,000 weof which have ~~not~~been ~~engaged~~designated aas ~~market~~Series A ~~maker~~Convertible Preferred Stock (“Series A Preferred Stock”), and 2,000,000 of which shares of Series A Preferred Stock are issued and outstanding as of January 20, 2026. Each holder of shares of our common stock is entitled to ~~apply~~one vote for ~~quotation~~each share held of record on all matters submitted to the ~~OTC~~vote ~~Markets~~of onstockholders, ~~our~~including ~~behalf~~the election of Directors. The holders of shares of common stock have no preemptive, conversion, subscription or cumulative voting rights. Share of Series A Preferred Stock have the following preferential rights: (i) the voting power equal to 100 common shares per each share of preferred stock, and (i) each share of Series A Preferred Stock is convertible into 10 common shares at any time by the holder.

~~The~~There ~~shares~~is ~~are~~no ~~not~~provision ~~currently~~in ~~quoted~~our byArticles ~~a market maker on any stock exchange. However, we will seek to have the shares quoted by a market maker on the OTC Markets immediately following the effectiveness~~ of ~~this~~Incorporation ~~registration~~or ~~statement.~~Bylaws ~~Each~~that ofwould ~~the Selling Shareholders and any of its pledges~~delay, ~~assignees and successors-in-interest may~~defer, ~~from time to time, sell any~~ or ~~all~~prevent ofa ~~the~~change ~~shares of common stock on any stock exchange, market or trading facility on which the shares are traded or~~ in ~~private~~control ~~transactions. The Selling Shareholders may use any one or more~~ of ~~the~~our ~~following methods when selling shares:~~Company.

● ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; ● block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; ● purchases by a broker-dealer as principal and resale by the broker-dealer for its account; ● an exchange distribution in accordance with the rules of the applicable exchange; ● privately negotiated transactions; ● settlement of short sales; ● broker-dealers may agree with the Selling Shareholders to sell a specified number of such shares at a stipulated price per share; ● a combination of any such methods of sale; ● through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; or ● any other method permitted pursuant to applicable law.Dividends

We have not paid any cash dividends to our shareholders. The declaration of any future cash dividends is at the discretion of our board of directors and depends upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

Warrants and Options

Currently, there are no warrants or options outstanding; nor are there any other equity or debt securities convertible into common stock other than disclosed in the “Convertible Note” paragraph above.

Nevada Anti-Takeover Laws

Nevada Revised Statutes sections 78.378 to 78.379 provide state regulation over the acquisition of a controlling interest in certain Nevada corporations unless the articles of incorporation or bylaws of the corporation provide that the provisions of these sections do not apply. Our articles of incorporation and bylaws do not state that these provisions do not apply. The statute creates a number of restrictions on the ability of a person or entity to acquire control of a Nevada Corporation by setting down certain rules of conduct and voting restrictions in any acquisition attempt, among other things. The statute is limited to corporations that are organized in the state of Nevada and that have 200 or more stockholders, at least 100 of whom are stockholders of record and residents of the State of Nevada; and does business in the State of Nevada directly or through an affiliated corporation. Because of these conditions, the statute currently does not apply to us.

The anti-takeover provisions of Sections 78.411 through 78.445 of the Nevada Corporation Law apply to our company. Section 78.438 of the Nevada law prohibits companies from merging with or selling more than 5% of its assets or stock to any shareholder who owns or owned more than 10% of any stock or any entity related to a 10% shareholder for three years after the date on which the shareholder acquired the shares, unless the transaction is approved by the our Board of Directors. The provisions also prohibit companies from completing any of the transactions described in the preceding sentence with a 10% shareholder who has held the shares more than three years and its related entities unless the transaction is approved by our Board of Directors or a majority of our shares, other than shares owned by that 10% shareholder or any related entity. These provisions could delay, defer or prevent a change in control of our company.

Penny Stock Considerations

Our shares will be “penny stock” as that term is generally defined in the Securities Exchange Act of 1934 to mean equity securities with a price of less than $5.00 per share. Thus, our shares will be subject to rules that impose sales practice and disclosure requirements on broker-dealers who engage in certain transactions involving a penny stock. Under the penny stock regulations, a broker-dealer selling a penny stock to anyone other than an established customer must make a special suitability determination regarding the purchaser and must receive the purchaser’s written consent to the transaction prior to the sale, unless the broker-dealer is otherwise exempt.

~~The~~In shares of common stock held of record by the Selling Shareholders will be freely tradable upon the effectiveness of a registration statement covering the resale of such shares. The sale of such shares could have a negative impact on the price of its common stock. For shares of common stock held by an affiliate and not registered pursuant to a registration statementaddition, ~~there is a six-month holding period for a reporting company and a one-year holding period~~ under ~~Rule 144 for a non-reporting company during which~~ the ~~subject~~ ~~securities~~penny ~~may~~stock ~~not be sold. After the holding period~~regulations, ~~an affiliate of~~ the ~~Company, including officers and directors, may sell their respective shares under Rule 144 volume limitations. The number of securities which may be sold by an affiliate during any three~~broker-~~month~~dealer ~~period cannot exceed the greater of 1% of the outstanding shares or, if the class~~ is ~~listed~~required on a stock exchange, the greater of 1% or the average reported weekly trading volume during the four weeks preceding the filing of a notice of sale on Form 144. Over-the-counter stocks, including those quoted on the OTC Markets and the Pink Sheets, can only be sold using the 1% measurement.to:

~~Broker-dealers engaged~~● Deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the ~~Selling~~Securities ~~Shareholders~~and ~~may~~Exchange ~~arrange~~Commission ~~for~~relating ~~other~~to ~~brokers-dealers~~the topenny ~~participate~~stock inmarket, ~~sales.~~unless ~~Broker~~the broker-~~dealers~~dealer ~~may~~or ~~receive commissions~~the ortransaction ~~discounts~~is ~~from~~otherwise ~~the~~exempt; ~~Selling~~● ~~Shareholders~~Disclose ~~(or,~~commissions ifpayable ~~any~~to the broker-dealer ~~acts~~and asour ~~agent~~registered representatives and current bid and offer quotations for the ~~purchaser~~securities; of● ~~shares,~~Send ~~from~~ monthly statements disclosing recent price information pertaining to the ~~purchaser)~~penny stock held in ~~amounts~~a tocustomer’s beaccount, ~~negotiated.~~the ~~The~~account’s ~~commissions~~value, and ~~discounts~~information ~~relating~~regarding tothe limited market in penny stocks; and ● Make a special written determination that the ~~sales~~penny ofstock ~~shares~~is ~~are~~a ~~not~~suitable ~~expected~~investment ~~to exceed~~for ~~what~~the ~~are~~purchaser ~~customary~~and inreceive the ~~types~~purchaser’s ofwritten ~~transactions~~agreement ~~involved~~to the transaction, prior to conducting any penny stock transaction in the customer’s account.

InBecause ~~connection with the sale~~ of ~~our~~these ~~common stock or interests therein~~regulations, ~~the Selling Shareholders may enter into hedging transactions with~~ broker-dealers ormay ~~other~~encounter ~~financial~~difficulties ~~institutions, which may~~ in ~~turn~~their ~~engage~~attempt into ~~short~~sell ~~sales~~shares of ~~the~~our common stock, inwhich ~~the~~may ~~course~~affect ~~of hedging~~ the ~~positions~~ability ~~they~~of ~~assume.~~selling ~~The~~shareholders ~~Selling~~or ~~Shareholders~~other ~~may~~holders ~~also~~to sell their shares ofin ~~our~~the ~~common~~secondary ~~stock~~market, ~~short~~ and ~~deliver~~have ~~these securities~~the toeffect ~~close~~of ~~out~~reducing ~~its short positions, or loan or pledge~~ the level ~~common~~of ~~stock~~trading toactivity ~~broker-dealers that~~ in ~~turn~~the ~~may~~secondary ~~sell these securities~~market. ~~The~~These ~~Selling~~additional ~~Shareholders~~sales ~~may~~practice ~~also~~and ~~enter~~disclosure ~~into~~requirements ~~option~~could orimpede ~~other~~the ~~transactions~~sale of ~~with~~our ~~broker-dealers~~securities, orif ~~other~~our ~~financial~~securities ~~institutions or~~become ~~the~~publicly ~~creation~~traded. ofIn ~~one~~addition, orthe ~~more~~liquidity ~~derivative~~for our securities ~~which~~may ~~require~~be ~~the~~decreased, ~~delivery~~with toa ~~such~~corresponding decrease ~~broker-dealer~~in orthe ~~other~~price ~~financial institution~~ of ~~shares~~our ~~offered~~securities. byOur ~~this~~shares ~~prospectus,~~in ~~which~~all ~~shares~~probability ~~such~~will ~~broker-dealer~~be orsubject ~~other~~to ~~financial~~such ~~institution~~penny ~~may~~stock ~~resell~~rules ~~pursuant~~and toour ~~this~~shareholders ~~prospectus~~will, ~~(as~~in ~~supplemented~~all orlikelihood, ~~amended~~find it difficult to ~~reflect~~sell ~~such~~their ~~transaction)~~securities.

~~The~~INTERESTS ~~shares~~OF ~~may~~NAMED ~~only~~EXPERTS beAND sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.COUNSEL

WeExcept ~~will~~as ~~not~~disclosed ~~receive~~herein, no expert or counsel named in this prospectus as having prepared or certified any ~~proceeds~~part ~~from~~of this prospectus or having given an opinion upon the ~~sale~~validity of the ~~shares~~securities bybeing registered or upon other legal matters in connection with the ~~Selling~~registration or ~~Shareholders~~offering of the common stock was employed on a contingency basis or had, or is to receive, in connection with the offering, a substantial interest, directly or indirectly, in the registrant or its subsidiary. Nor was any such person connected with the registrant or any of its parents, subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer or employee.

~~REGULATION~~The financial statements of the Company as of and for the year ended December 31, 2024, have been included herein in reliance on the report of HTL International, LLC, an independent registered public accounting firm and the report is given on the authority of that firm as experts in auditing and accounting. The financial statements of the Company as of and for the year ended December 31, 2023, have been included herein in reliance on the report of M&K CPAs, PLLC, an independent registered public accounting firm and the report is given on the authority of that firm as experts in auditing and accounting. The legal opinion rendered by Brunson Chandler & Jones, PLLC, regarding our common stock registered in the registration statement of which this prospectus is a part, is as set forth in its opinion letter included in this prospectus. The address of Brunson Chandler & Jones, PLLC, is Walker Center, 14th Floor, 175 S. Main Street, Suite 1410, Salt Lake City, Utah, 84111.

We have advised the Selling Shareholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market and to the activities of the selling security holders and their affiliates. Regulation M under the Exchange Act prohibits, with certain exceptions, participants in a distribution from bidding for, or purchasing for an account in which the participant has a beneficial interest, any of the securities that are the subject of the distribution.

Accordingly, the Selling Shareholders is not permitted to cover short sales by purchasing shares while the distribution of it taking place. Regulation M also governs bids and purchases made in order to stabilize the price of a security in connection with a distribution of the security. In addition, we will make copies of this prospectus available to the Selling Shareholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act.

STATE SECURITIES LAWS

Under the securities laws of some states, the shares may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the common shares may not be sold unless the shares have been registered or qualified for sale in the state or an exemption from registration or qualification is available and is complied with.

~~EXPENSES~~INFORMATION OFWITH ~~REGISTRATION~~RESPECT TO THE REGISTRANT

WeDESCRIPTION ~~are~~OF bearing substantially all costs relating to the registration of the shares of common stock offered hereby. The Selling Shareholders, however, will pay any commissions or other fees payable to brokers or dealers in connection with any sale of such shares commonBUSINESS

~~LEGAL~~The ~~PROCEEDINGS~~Company

WeOn ~~are~~January ~~not~~4, 2001, ADM Endeavors, Inc. (“ADM Endeavors,” or the “Company,” “we,” “us,” or “our”) was incorporated in North Dakota as “ADM Enterprises, Inc.” On May 9, 2006, the Company changed its name to “ADM Endeavors, Inc.” and its domicile to the State of Nevada. On July 1, 2008, the Company acquired all of the assets of ADM Enterprises, LLC (“ADM Enterprises”) in exchange for 10,000,000 newly issued shares of Company common stock. As a result, ~~party~~ADM Enterprises became a wholly owned subsidiary of the Company. ADM then provided installation services to ~~any~~grocery ~~legal~~décor and ~~proceedings~~design companies primarily in North Dakota.

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

~~The~~On ~~following~~April ~~table~~27, ~~sets~~2023, ~~forth~~ the ~~names~~Company ~~and~~entered ~~ages~~into ofan ~~our~~Asset ~~current~~Purchase ~~directors~~Agreement ~~and executive officers. Also the principal offices and positions~~ with usInnovative ~~held by each person and the date such person became our director~~Impressions, ~~executive officer~~Inc. ~~Our executive officers are appointed by our Board of Directors. Our directors serve until the earlier occurrence of the election of his or her successor at the next meeting of stockholders~~, ~~death, resignation or removal by the Board of Directors. There is~~ a ~~familial~~Texas ~~relationship among Ardell Meed and Tammera Mees. Additionally by virtue of his involvement with the day to day operations of the Company~~corporation, ~~assistance~~pursuant ~~with~~to ~~its~~which ~~SEC filings, and his relationship with~~ the Company ~~and~~acquired ~~Ardell~~additional ~~Mees,~~embroidery ~~our Chief Executive Officer and Director~~equipment, ~~Calvin Mees~~inventory, ~~a consultant~~ and ~~brother~~related ~~of Ardell Mees, may be considered an affiliate of the Company~~assets.

Name	Age	Position
Ardell Mees	61	Chief Executive Officer, Chief Financial Officer and Member of the Board of Directors
Tammera Anne Mees	56	Secretary and Member of the Board of Directors
Larry Aamold	56	Director
Charmaine Matteis	33	Director
Calvin Mees	57	Consultant

Current Business Operations

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

~~Ardell~~The D.Retail ~~Mees~~Sales ~~has~~Division ~~been~~focuses ~~our~~on ~~Chief~~any ~~Executive~~product ~~Officer,~~with ~~Chief~~a ~~Financial Officer, Treasurer and Director since our inception~~logo. ~~Mr.~~It ~~Mees~~sells ~~originally founded~~a ~~our~~very ~~company’s~~wide ~~original~~range ~~predecessor,~~of ~~ADM~~products ~~Enterprises,~~from abusiness ~~Sole~~cards ~~Proprietorship,~~to incoffee ~~1988~~cups. Its Atmotto ~~all~~is ~~times,~~“We insell ~~the~~anything 28with ~~year history~~a ~~of this company, Mr~~logo.” ~~Mees~~Just ~~has~~Right ~~maintained~~Products’ ~~and~~salespeople ~~has~~excel ~~been~~at ~~responsible~~sales ~~for~~because ~~all~~they are selling the ~~day-to-day~~items ~~operations~~people oflike ~~the~~to ~~Company~~buy. ~~In 2006,~~Our ~~our~~sales ~~company~~consist ~~redomiciled to the State~~ of ~~Nevada~~sales ~~and~~made ~~changed~~by ~~our~~in-house ~~name~~hourly toemployees ~~ADM~~and ~~Endeavors,~~commissioned-based ~~Inc~~employees. ~~Mr.~~In-house accounts ~~Mees~~are ~~has~~more ~~specialized~~profitable ~~training as~~for aJust ~~decor~~Right ~~installation~~Products ~~contractor.~~than Hecommissioned ~~acts~~sales. asBased ~~Chief Installer~~ on aprofitability ~~majority~~reasons, ofJust ~~our~~Right ~~installation~~Products ~~projects.~~has focused Heits isresources ~~responsible~~on ~~for securing~~SEO and ~~maintaining~~Website ~~relationships~~to ~~with~~develop ~~our~~more ~~contracted~~in-house ~~grocers, design firms and remodelers~~customers. ~~Mr.~~COVID ~~Mees~~forced ~~maintains~~us ~~the~~to ~~upkeep of~~look ~~the~~at ~~installation~~our ~~equipment~~customer ~~and vehicles. Additionally~~base, ~~Mr. Mees is responsible for transporting the company vehicles~~ and ~~utility trailers,~~as ~~with~~a ~~tools and parts~~result, we toadded ~~and~~a ~~from~~government ~~job~~specific ~~sites~~division ~~across~~headed ~~the~~by ~~United~~Bruce ~~States~~Boyce. HeThis ~~also~~segment ~~maintains~~has ~~the~~seen ~~Company~~significant ~~vehicles,~~growth. ~~customer accounts,~~We ~~and~~currently ~~handles~~have ~~all~~under ~~public~~contract Dallas ~~relations with clients. In addition~~County, ~~Mr.~~Tarrant ~~Mees coordinates and oversees all onsite installations~~County, ~~and~~ isJohnson ~~responsible~~County ~~for the costing~~ and ~~bidding~~12 ~~process~~cities. ~~The~~These ~~attributes~~contacts ~~and~~are ~~experience~~employee ~~Mr.~~uniforms ~~Mees~~and ~~possesses~~some ~~makes~~promotional ~~him a valuable Director of the Company~~items.

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

~~Tammera~~The ~~Mees~~Embroidery department has ~~been~~51 ~~the~~heads ~~Company’s~~of ~~Secretary~~embroidery ~~and Director since its inception~~capacity. ~~Her~~It ~~duties~~is ~~for~~ the ~~last~~same 26type ~~years~~of ~~have~~production ~~included~~as ~~managing the~~screen ~~Company’s finances~~printing, ~~which~~as ~~include~~stated ~~but are not limited to; processing accounts receivable~~above, ~~accounts payable, project~~in ~~estimating,~~regard ~~bidding and scheduling. Tammera Mees attended the University of North Dakota studying Business Management and has had 30 years of office management experience that gives her the necessary experience~~ to ~~keep~~retail ~~the business well managed~~ and ~~coordinated~~contract embroidery. ~~Tammera~~ ~~has~~The ~~worked~~Embroidery ~~onsite~~Department ~~with~~is ~~Ardell~~operating onat ~~many~~approximately ~~projects~~40% ~~since 1990 and understands the project requirements and timelines giving her an advantage~~ of ~~estimating~~capacity ~~the~~with ~~projects~~its ~~accordingly.~~current ~~Tammera’s vast knowledge and expertise in the interior design industry~~equipment ~~allows~~therefore, ~~her~~growth towithout beadditional aequipment ~~valuable~~is ~~officer and director of the Company~~feasible.

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

Larry Aamold was appointed to the Board of Director in June of 2013. Since 1989, Larry has worked as a self-employed construction contractor under the name Larry Aamold Construction. Larry’s experience ranges from framing houses to finish work and commercial construction. Since1989, Larry has subcontracted installation work through ADM and has worked on numerous projects for ADM since that time. Larry has first hand knowledge of the installation techniques and standards of ADM. He has successfully managed many of ADM’s projects with multiple crewmembers. Larry was brought onto the Board of Directors to take advantage of his vast construction expertise and knowledge as the company expands. Larry will assist in managing and supervising of additional construction crews in the Company’s planned expansion of operations.

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

~~Charmaine~~The ~~Matteis~~Import ~~was~~Department ~~appointed~~sources toproducts ~~the~~for ~~Board~~retail ofand ~~Director’s~~wholesale ~~in June of 2013~~customers. ~~From~~We ~~2003~~shifted tosome ~~present,~~import ~~she~~operations ~~has~~from ~~managed~~China ~~three~~to ~~Comfort Inn properties in Bismarck, ND~~Pakistan. InWe ~~this position she oversees and is responsible for all day-to-day operations of the three properties~~also ~~which~~have ~~include~~fluent ~~employee supervision~~Arabic, ~~payroll~~Spanish, ~~financial reporting,~~ and ~~finances~~Hindi speakers. ~~Since~~We ~~2010~~are ~~Charmaine~~also ~~has~~looking ~~assisted~~at ~~the~~India ~~Company with~~as ~~all~~a ~~aspects~~possible ofsource ~~the~~to ~~Company’s~~replace ~~books~~China ~~and~~sourced ~~records and required filings with the State and tax returns~~products. ~~Charmaine’s~~ ~~back~~The ~~office~~Import ~~experience~~Division ~~combined~~is ~~with~~a ~~her~~significant ~~ability~~asset toas ~~manage~~it ~~multiple~~allows ~~locations~~the ~~will~~Company ~~be invaluable~~ to ~~the~~meet ~~company~~customers’s ~~Board of~~demands ~~Directors. Charmaine will assist in managing the additional personnel, records, payroll and other filings needed once the Company expands~~ with ~~its~~flexible ~~future~~delivery ~~planned operations~~times.

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

~~Calvin~~Our ~~Mees~~company ~~works~~currently asoutsources ansigns ~~independent business consultant, assisting numerous companies~~ and ~~organizations in various stages of their development~~banners. ~~His~~ ~~services~~We ~~include~~hope ~~writing~~to ~~and~~acquire ~~refining~~a ~~business~~sign ~~plans,~~shop ~~setting~~allowing upus ~~and~~to ~~maintaining~~bring ~~corporate~~production ~~and organizational records, setting up accounting systems, and data organization, assisting~~ in ~~the~~house ~~implementation of projects~~ and ~~programs, as well as, numerous specialized~~increase ~~projects~~margins ~~conducted to determine product or market suitability,~~ and ~~specialized~~customer ~~research projects~~base.

~~With~~In ~~Mr.~~2025, ~~Mees’~~we ~~extensive~~completed ~~knowledge~~construction of ~~various~~our ~~computer~~new ~~programs~~corporate headquarters, hewhich ~~brings~~is in a ~~depth~~100,000 ofsquare ~~knowledge~~foot ~~and~~facility ~~skills~~located ~~with~~at ~~numerous~~1800 ~~graphic~~E. Loop 820, ~~and~~Ft. adWorth, ~~design~~Texas. ~~software~~We ~~applications~~have ~~combined~~started ~~with~~moving ~~organizational~~inventory and ~~management~~equipment ~~skills,~~to ~~which~~the ~~are~~new ~~key~~facility, ~~elements for business growth~~ and ~~success.~~we ~~Mr.~~hope ~~Mees~~to isstart ~~committed~~operating toout ~~continue~~of ~~developing~~ the ~~Company’s~~new ~~Business~~facility by ~~Plan.~~the ~~Mr.~~end ~~Mees~~of isthe ~~not~~first anquarter ~~Officer or Director~~ of ~~any reporting company~~2026.

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

~~None~~The Company believes the SEO/Web department is one of ~~our~~the ~~officer~~keys ~~nor~~to ~~directors,~~future ~~promoters~~growth. orThe ~~control~~Company ~~persons~~has ~~have~~seen ~~been~~that ~~involved~~customers intend to go online as their first source when our products are needed. Due to this trend, the ~~past~~Company ~~ten~~is ~~years~~focusing inapproximately ~~any~~80% of its advertising budget to maintain and grow the ~~following:~~Company’s online presence.

	(1)	Any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
	(2)	Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
	(3)	Being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, or any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or
	(4)	Being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

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

~~COMMITTEES: AUDIT COMMITTEE FINANCIAL EXPERT.~~Competition

~~The~~According ~~Company~~to ~~does~~Promotional ~~not~~Products ~~currently~~Association ~~have~~International (“PPAI”), in the past five years the United States promotional products industry expanded greatly, with annual revenues of over $23 billion and growth of over 3% per year, the industry employs over 250,000 people in over 26,000 businesses. Similar to other advertising industries over the period, the growing economy fostered healthy consumer spending, so businesses respond by increasing expenditures on advertisements to capture the attention of shoppers and downstream clients. In addition, an ~~Audit~~increase ~~Committee~~in the total number of US businesses added to the industry’s potential pool of clientele, as new companies often use promotional products to endorse their business, product or service. Over the next five years, we anticipate continued growth in corporate profit and total advertising expenditure will boost industry demand, compelling companies to spend more on promotional products.

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

The Company has not adopted a Code of Ethics.

●	83% of customers say they enjoy receiving a promotional product with an advertising message;
●	After receiving a promotional product, 85% of customers say they do business with the company;

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information, as of August 23, 2017, with respect to the beneficial ownership (1) of the Company’s outstanding Common Stock by (i) any holder of more than five (5%) percent; (ii) the Company’s executive officer and directors; and (iii) the Company’s directors and executive officers as a group. Except as otherwise indicated, each of the stockholders listed below has sole voting and investment power over the shares beneficially owned. Unless otherwise indicated, the address of each stockholder listed in the table is correct. As of the date of this Prospectus, there are 128,182,497 shares of common stock issued and outstanding.

Name and Address (1)	Number of Shares Beneficially Owned		Class	Percentage of Class Before Offering (2) (3)			Percentage of Class After Offering (2)
Mees, Ardell CEO and Director		43,000,000	Common		33.55	%		33.55	%
Mees, Tammera Secretary and Director		22,000,000	Common		17.16	%		17.16	%
Larry Arnold, Director		-	Common		0.0	%		0.0	%
Charmaine Matteis, Director		-	Common		0.0	%		0.0	%
All directors and named executive officers as a group (4 persons)		65,000,000	Common		50.71	%		50.71	%

●	58% of customers keep a promotional product for up to four years;
●	89% of customers can recall the advertiser on a promotional product they received in the past two years; and
●	A promotional product increases the effectiveness of other media by 44%.

1.	Unless noted otherwise, the address for all persons listed is c/o the Company at 2021 N 3rd St., Bismarck, ND 58501
2.	The above percentages are based on 128,182,497 shares of common stock outstanding as August 23, 2017.

Compliance with Government Regulation

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

~~Relationships~~Environmental Regulations

~~Ardell~~We D.do ~~Mees~~not ~~and~~believe ~~Tammera~~that ~~Anne~~we ~~Mees~~ are ~~both~~or ~~directors~~will ofbecome ~~the~~subject ~~Company.~~to ~~They~~any ~~have~~environmental ~~been~~laws ~~husband~~or ~~and~~regulations ~~wife~~of ~~since~~the ~~1993~~United States. ~~Calvin~~While ~~Mees~~our isproducts aand ~~consultant~~business toactivities ~~the~~do ~~Company~~not ~~and~~currently ~~brother~~violate ofany ~~Ardell~~laws, D.any ~~Mees.~~regulatory Bychanges ~~virtue~~that ofimpose ~~his~~additional ~~involvement~~restrictions ~~with~~or ~~the~~requirements ~~day~~on us toor ~~day~~on ~~operations~~our ofproducts ~~the~~or ~~Company, assistance~~potential ~~with~~customers ~~its~~could ~~SEC~~adversely ~~filings,~~affect ~~and~~us ~~his~~by ~~relationship~~increasing ~~with~~our ~~the~~operating ~~Company~~costs ~~and~~or ~~Ardell~~decreasing ~~Mees~~demand for our products or services, hewhich ~~may~~could behave ~~considered~~a anmaterial ~~affiliate~~adverse effect on our results of ~~the Company~~operations.

~~Related~~Bankruptcy ~~Party~~or ~~Transactions~~Similar Proceedings

~~Share~~There ~~Exchange~~has ~~Agreement~~been no bankruptcy, receivership or similar proceeding pertaining to the Company.

~~On July 1~~Patents, ~~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~~Trademarks,~~000,000~~ ~~newly issued shares of the Company’s common stock. As a result~~Franchises, ~~ADM~~ ~~Enterprises LLC became a wholly owned subsidiary of the Company. The Company shares the same officers~~Concessions, ~~Ardell~~Royalty ~~Mees and Tammera Mees~~Agreements, ~~with ADM Enterprises LLC. Since the share exchange agreement was between related parties, there was no goodwill~~ or ~~excess consideration~~Labor ~~recorded.~~Contracts

~~Shares~~The ~~issued~~Company ~~for~~claims ~~consulting~~no ~~services~~ownership of any patent or trademark, nor is it bound by any outstanding royalty agreements related thereto.

On May 30, 2017, 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 $0.25 per share which resulted in the Company recording a consulting expense of $562,500. The consulting services are to be provided for a one year period completed by May 30, 2018. 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.Employees

~~Employment~~We ~~Agreement~~currently ~~with~~have ~~Chief~~36 ~~Executive~~full-time ~~Officer~~employees, and 3 part-time employees. We plan to hire additional employees as needed as the Company grows.

OnLegal January 3, 2017, 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 will receive an annual base salary of $72,000.Proceedings

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

MARKET PRICE AND DIVIDEND INFORMATION

Market Information

Our common stock is currently quoted for trading on the OTC Link ATS (alternative trading system) operated by OTC Markets Group, Inc. (the “OTC Markets”) under the symbol “ADMQ.” As of January 20, 2026, the closing price of our common stock was $0.04 per share. As of January 20, 2026, there were 53 holders of record of our common stock.

Dividend Policy

We currently intend to retain all available funds and any future earnings to fund the growth and development of our business. We have never declared or paid any cash dividends on our capital stock. We do not intend to pay cash dividends to our stockholders in the foreseeable future. Investors should not purchase our common stock with the expectation of receiving cash dividends.

~~Free~~Any ~~office~~future ~~space~~determination ~~provided~~to bydeclare ~~chief~~dividends ~~executive~~will ~~officer~~be made at the discretion of our board of directors and will depend on our financial condition, operating results, capital requirements, general business conditions, and other factors that our board of directors may deem relevant.

~~The~~MANAGEMENT’S ~~Company~~DISCUSSION ~~has~~AND ~~been~~ANALYSIS ~~provided~~OF ~~office~~FINANCIAL ~~space~~CONDITION byAND ~~its~~RESULTS ~~Chief~~OF ~~Executive Officer Ardell Mees at no cost. Management has determined that such cost is nominal and did not recognize the rent expense in its financial statements.~~OPERATION

~~Director~~This ~~Independence~~Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements that 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 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 are only predictions. In evaluating these statements, you should consider various factors which may cause our actual results to differ materially from any forward-looking statements. Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.

~~At this time the~~ Company ~~does not have a policy that it’s directors or a majority be independent of management as the Company~~ has at this time only four directors. A Director is considered independent if the Board affirmatively determines that the Director (or an immediate family member) does not have any direct or indirect material relationship with the Company or its affiliates or any member of senior management of the Company or his or her affiliates. The term “affiliate” means any corporation or other entity that controls, is controlled by, or under common control with the Company, evidenced by the power to elect a majority of the Board of Directors or comparable governing body of such entity. The term “immediate family member” means spouse, parents, children, siblings, mothers- and fathers-in-law, sons- and daughters-in law, brothers- and sisters-in-laws and anyone (other than domestic employees) sharing the Director’s home.Overview

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

~~The~~On April 19, 2018, the Company ~~does~~acquired ~~not~~Just ~~currently~~Right ~~have~~Products, anInc. ~~Audit~~(“Just ~~Committee~~Right Products”), a Texas corporation, from its sole shareholder, Marc Johnson, through a share exchange transaction whereby the Company acquired 100% of Just Right Products and issued 2,000,000 shares of Series A Convertible Preferred stock (“Series A Preferred Stock”) to the shareholder of Just Rights Products. Each share of the Series A Preferred Stock is convertible into 10 shares of Company common stock and each share has 100 votes on a fully diluted basis. The preferred shares represented 61% of the Company’s voting shares and constituted a change of voting control of the Company, with the transaction accounted for as a reverse acquisition. As a result of the transaction, Just Right Products became a wholly owned subsidiary of the Company.

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

~~General~~The school uniform industry is undergoing a great deal of uncertainty due to tariff factors. As a result, many of the major vendors in the school uniform distribution business have or are in the process of shutting down their school uniform business. The majority of uniforms we usually purchase from these vendors are now being discounted between 50-70% off the prices we usually pay. We have been diligent in capitalizing on all discounts and savings when available. While we have been able to purchase in advance a great deal of inventory, we also have sourced our own school uniforms, allowing us to produce our own branded school uniforms moving forward.

~~The~~For ~~following description of our capital stock and~~ the ~~provisions~~Three ofMonths ~~our~~Ended ~~Articles~~September ~~of Incorporation and By-Laws~~30, ~~each as amended~~2025, ~~is only~~and ~~a summary.~~2024

Our Articles of Incorporation authorize the issuance of 800,000,000 shares of common stock and 80,000,000 shares of preferred stock, both $0.001 par values per share. As of August 23, 2017, there were 128,182,497 outstanding shares of common stock and 0 outstanding shares of Preferred Stock. Set forth below is a description of certain provisions relating to our capital stock.Revenues

~~Common~~Our ~~Stock~~revenue was $2,205,225 for the three months ended September 30, 2025, compared to $2,166,235 for the three months ended September 30, 2024, resulting in an increase of $38,990, or 1.8%, between the periods. The increase was primarily due to a 13% increase in Q3 promotional sales revenue.

We are authorized by our Articles of Incorporation to issue 800,000,000 shares of common stock, par value $0.001 per share. As of August 23, 2017, there were 128,182,497 shares of common stock issued and outstanding. Holders of shares of common stock have full cumulative voting rights in elections to our Board of Directors, one vote for each share held of record. Stockholders are entitled to receive dividends as may be declared by the Board out of funds legally available therefore and share pro rata in any distributions to stockholders upon liquidation. Stockholders have no conversion, pre-emptive or subscription rights. All outstanding shares of common stock are fully paid and non-assessable.

Preferred Stock

We are authorized by our Articles of Incorporation to issue 80,000,000 shares of Preferred stock, par value $0.001 per share.

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. As of August 23, 2017 there were 0 shares of Series A Convertible Preferred Stock issued and outstanding. Authority shall be vested in the Board of Directors to designate the voting powers, designations, preferences, limitations, restrictions, and rights of preferred stock.

Warrants

There are no outstanding warrants to purchase our securities.

Options

There are no outstanding options to purchase our securities.

~~Dividend~~Operating ~~Policy~~Expenses

WeDirect ~~currently~~costs ~~intend~~of torevenues ~~retain~~were ~~any~~$1,616,201 ~~earnings~~and $1,600,925 for ~~use~~the inthree ~~our~~months ~~business~~ended September 30, 2025, and ~~therefore~~2024, dorespectively, ~~not~~resulting ~~anticipate~~in a ~~paying~~increase ~~cash~~of ~~dividends~~$15,276, inor 1%, between the periods. Direct costs remained steady and did not change with our sales because we project ~~foreseeable~~needing ~~future~~our current staff levels as we transition into our newly completed 100,000 square foot manufacturing facility. The gross margin increased from 26% during the three months ended September 30, 2024, to 27% during the three months ended September 30, 2025.

~~The~~General ~~authorized~~and ~~but~~administrative ~~unissued~~expenses ~~shares~~were of$371,344 ~~our common stock are available~~ for ~~future~~the ~~issuance~~three ~~without~~months ~~our~~ended ~~stockholders’~~September ~~approval. These~~30, ~~additional~~2025, ~~shares~~compared ~~may~~to be$393,890 ~~utilized~~ for athe ~~variety~~same ofperiod ~~corporate purposes including but not limited to future public or private~~in ~~offerings to raise additional capital~~2024, ~~corporate~~resulting ~~acquisitions~~in ~~and employee incentive plans. The issuance of such shares may also be used to deter~~ a ~~potential~~decrease ~~takeover~~ of ~~the~~$22,546, ~~Company that may otherwise be beneficial to stockholders by diluting the shares held by a potential suitor~~ or ~~issuing~~6%, ~~shares~~between ~~to a stockholder that will vote in accordance with~~ the ~~Company’s Board of Directors’ desires~~periods. AGeneral ~~takeover~~and ~~may~~administrative beexpenses ~~beneficial~~were toslightly ~~stockholders~~down ~~because,~~due ~~among other reasons, a potential suitor may offer stockholders~~recognized aefficiencies ~~premium~~in ~~for~~our ~~their~~school ~~shares~~uniform ~~of stock compared to the then-existing market price~~operations.

~~Transfer~~Marketing ~~Agent~~and selling expenses were $12,114 for the three months ended September 30, 2025, compared to $9,977 for the same period in 2024. The increase in marketing and ~~Registrar~~selling expenses was directly tied to our continued investment in our online visibility and web assets.

~~Nevada~~Other ~~Agency~~income &was ~~Trust~~$10,410 ~~Company~~for the three months ended September 30, 2025, compared to other expense of $431 for the same period in 2024. The change in 2025 other expense was primarily due to a gain on sale of property of $63,195 which was offset by a loss on change in fair value of derivative liabilities of $51,825.

50Net ~~West~~income ~~Liberty~~was $215,976 for the three months ended September 30, 2025, compared to net income of $125,809 for the three months ended September 30, 2024, for the reasons stated above.

~~Ste.~~For ~~880~~the Nine Months Ended September 30, 2025, and 2024

~~Reno, Nevada 89501~~Revenues

~~Telephone:~~Our ~~775-322-0626~~revenue was $4,305,588 for the nine months ended September 30, 2025, compared to $4,444,973 for the nine months ended September 30, 2024, resulting in a decrease of $42,768, or 3%, between the periods. The decrease was primarily due to the fact that existing customers purchased less in the first and second quarter most likely due to the heightened economic uncertainty in the first half of the year centered around tariff uncertainty.

~~Facsimile:~~Operating ~~775-322-5623~~Expenses

~~INTERESTS~~Direct OFcosts ~~NAMED~~of ~~EXPERTS~~revenues ~~AND~~were ~~COUNSEL~~$3,139,999 and $3,122,367 for the nine months ended September 30, 2025, and 2024, respectively, resulting in an increase of $17,632, or 0.56%, between the periods. The increase in direct costs was a direct result of higher costs of goods due to tariffs for the most recent nine months September 30, 2025 as compared to the comparative period during the prior year. The gross margin increased from 30% during the nine months ended September 30, 2024, to 27% during the nine months ended September 30, 2025.

NoGeneral ~~expert~~and oradministrative ~~counsel~~expenses ~~named~~were in$1,142,253 ~~this~~for ~~prospectus as having prepared or certified any part of this prospectus or having given an opinion upon~~ the ~~validity~~nine ofmonths ~~the~~ended ~~securities~~September ~~being~~30, ~~registered~~2025, orcompared ~~upon~~to ~~other~~$1,191,459 ~~legal~~for ~~matters in connection with~~ the ~~registration~~same ~~or offering~~period ofin ~~the common stock was employed on a contingency basis~~2024, orresulting ~~had, or is to receive,~~ in ~~connection~~a ~~with~~decrease ~~the~~of ~~offering~~$49, ~~a substantial interest~~206, ~~direct~~ or ~~indirect~~4%, inbetween the ~~registrant~~periods. orThe ~~any~~decrease ofwas ~~its~~due ~~parents~~to orlower ~~subsidiaries.~~sales ~~Nor~~and ~~was~~the ~~any~~fact ~~such~~no ~~person connected with~~changes ~~the~~were ~~registrant~~made orin ~~any~~our ofadministration ~~its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee~~staff.

~~Brunson~~Marketing ~~Chandler~~and &selling ~~Jones,~~expenses ~~PLLC~~were ~~(the “Firm”)~~$29,253 ~~has~~for ~~acted~~the asnine ~~our~~months ~~counsel~~ended inSeptember ~~connection~~30, ~~with this offering~~2025, ~~including~~compared ~~with respect~~ to ~~opining~~$27,303 onfor the ~~validity~~same ofperiod ~~the~~in ~~issuance~~2024. ofThis is ~~the~~in ~~securities~~line ~~offered~~with inour ~~this prospectus~~budget.

~~Soles,~~Other ~~Heyn~~income &was ~~Company~~$256,238 ~~LLP,~~for anthe ~~independent~~nine ~~registered~~months ~~public~~ended ~~accounting~~September ~~firm~~30, ~~has~~2025, ~~audited~~compared ~~the~~to ~~consolidated~~other ~~balance~~expense ~~sheets~~ of ~~the Company as of December 31~~$20,267 ~~2016~~for ~~and~~the ~~December~~same ~~31,~~period ~~2015,~~in ~~and~~2024. ~~the~~The change ~~related~~was ~~consolidated~~primarily ~~statements~~due ofto ~~operations~~$264,514 ~~statements~~net ofproceeds ~~consolidated shareholders’~~from ~~equity~~an ~~(deficit),~~insurance ~~and~~loss ~~consolidated~~claim ~~cash~~at ~~flows~~our ~~for~~new ~~the~~building ~~years~~under ~~ended~~construction ~~December 31, 2016~~ and ~~December~~a ~~31,~~gain ~~2015.~~on sale ~~The~~of ~~Company~~property ~~has~~of ~~included~~$63,195 ~~such~~which ~~financial~~were ~~statements~~offset inby ~~the~~a ~~prospectus~~loss ~~and~~on ~~elsewhere~~change in ~~the~~fair ~~registration~~value ~~statement~~of inderivative ~~reliance~~liabilities ~~on the report~~ of ~~Soles~~$65, ~~Heyn & Company, LLP, given their authority as experts in accounting and auditing~~508.

Net income was $250,321 for the nine months ended September 30, 2025, compared to net loss of $48,374 for the nine months ended September 30, 2024, for the reasons stated above.

~~CHANGES~~Liquidity INand ~~REGISTRANT’S~~Capital ~~CERTIFYING ACCOUNTANT~~Resources

~~Effective~~We ~~January~~had 1,cash ~~2017~~used in operations of $5,730 for the ~~firm~~nine ofmonths ~~Patrick~~ended D.September ~~Heyn~~30, ~~CPA~~2025, ~~P.A.~~compared ~~merged~~to ~~with~~cash ~~the~~provided ~~firm~~by operations of ~~Soles~~$559,125 for &the ~~Company~~nine months ended September 30, ~~resulting~~2024. The decrease in ~~the~~positive ~~new~~cash ~~firm Soles,~~flow ~~Heyn~~from &operating ~~Company,~~activities ~~LLP.~~for ~~Our~~the ~~Board~~nine ofmonths ~~Directors~~ended September ~~approved~~30, ~~the~~2025, ~~decision~~was primarily attributable to ~~engage~~a ~~Soles,~~gain ~~Heyn~~on &insurance ~~Company~~claim, ~~LLP~~gain ason ~~our~~sale ~~independent registered~~of ~~public~~property ~~auditor~~and changes to operating assets and liabilities.

~~DISCLOSURE~~We OFhad ~~SEC~~cash ~~POSITION~~used OFin ~~INDEMNIFICATION~~investing ~~FOR~~activities ~~SECURITIES~~of ~~ACT~~$2,444,946 ~~LIABILITIES~~for the nine months ended September 30, 2025, and $1,729,585 for the nine months ended September 30, 2024. The change in cash flow from investing activities for the nine months ended September 30, 2025, was mainly attributable to an increase in the purchase of property and equipment.

~~Our~~We ~~By-laws~~had ~~include~~cash anprovided ~~indemnification~~by ~~provision~~financing ~~under~~activities ~~which~~of we$2,409,858 ~~have~~for ~~agreed~~the tonine ~~indemnify~~months ~~our~~ended ~~directors~~September ~~and~~30, ~~officers~~2025, ~~and~~compared ~~hold~~to ~~them harmless~~cash ~~from~~provided ~~and~~by ~~against~~financing activities ~~claims~~of ~~arising~~$1,618,201 ~~from~~for orthe ~~related~~same toperiod ~~acts~~in or2024. ~~omissions~~Cash ~~while~~used ain ~~director~~financing oractivities ~~officer~~consisted of ~~the~~proceeds ~~Company,~~from ~~including costs~~notes ~~and~~payable ~~legal~~offset by ~~expenses,~~repayments toon ~~the~~notes ~~fullest extent permitted by Nevada Law~~payable.

~~Insofar~~We aswill ~~indemnification~~likely ~~for~~have ~~liabilities~~to ~~arising~~raise ~~under~~funds ~~the Securities Act may be permitted~~ to ~~our~~pay ~~directors,~~for ~~officers~~growth and ~~controlling persons~~acquisitions. ~~pursuant~~We tomay ~~the foregoing provisions, or otherwise, we~~ have ~~been~~to ~~advised~~borrow ~~that~~money infrom ~~the~~shareholders ~~opinion~~or ofissue ~~the~~debt ~~Securities~~or ~~and Exchange~~equity ~~Commission~~or ~~such~~enter ~~indemnification~~into isa ~~against~~strategic ~~public~~arrangement ~~policy~~with asa ~~expressed~~third ~~in the Securities Act and is, therefore, unenforceable~~party. If aThere ~~claim~~can ~~for~~be ~~indemnification~~no ~~against~~assurance ~~such~~that ~~liabilities~~additional ~~(other~~capital ~~than~~will ~~the~~be ~~payment~~available byto us. We ofcurrently ~~expenses~~have ~~incurred~~no orarrangements ~~paid by a director, officer~~ or ~~controlling~~understandings ~~person~~with ~~of the Company in the successful defence of~~ any ~~action, suit or proceeding) is asserted by such director, officer or controlling~~ person into ~~connection~~obtain ~~with~~funds ~~the~~through ~~securities~~bank ~~being registered) we will~~loans, ~~unless~~lines ~~in the opinion~~ of ~~our~~ ~~counsel~~credit ~~the~~or ~~matter~~any ~~has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether~~other ~~such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue~~sources. ~~The question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.~~

~~VALIDITY~~For OFthe ~~SECURITIES~~Years Ended December 31, 2024, and 2023

~~The opinion solely regarding validity of the shares offered herein has been provided by Brunson Chandler & Jones, PLLC and has been filed with the Registration Statement.~~Revenue

~~INFORMATION~~For ~~WITH~~the ~~RESPECT~~year TOended ~~ADM~~December ~~ENDEAVORS~~31, ~~INC~~2024, the Company had revenues of $5,760,459 compared to $5,188,930 for the same period in 2023 from continuing operations. The increase in revenue of $571,529, or 11%, is primarily due to is primarily due to the growth in our government entity segment.

~~Description~~Cost of ~~Business~~Revenues

~~Our~~The ~~Background~~cost of revenues for the year ended December 31, 2024 was $3,774,571 compared to $3,682,308 for the same period in 2023. Cost of revenues for 2024 was 65% of revenue compared to 71% of revenue for 2023. The primary cause of the increase as a percentage of revenue was a direct result of increased 2024 sales.

WeOperating began operations in 1988, under the ownership and control of Ardell Mees, who provided installation services to grocery decor design companies. As our reputation for excellent workmanship has grown, we have expanded our operations to serve a larger geographic region. On January 4, 2001, we incorporated in North Dakota as ADM Enterprises, Inc. On May 9, 2006, the Company changed both its name to ADM Endeavors and its domicile to the state of Nevada. On July 1, 2008, the Company acquired all of the assets of ADM Enterprises, LLC, a sole proprietorship owned by Ardell and Tammera Mees, in exchange for 10,000,000 newly issued shares of our common stock. As a result, ADM Enterprises, LLC became a wholly owned subsidiary of Company. Even though the Company was incorporated on January 4, 2001, it had no operations until the share exchange agreement with ADM Enterprises, LLC on July 1, 2008. All business operations are those solely of the Company’s wholly owned subsidiary ADM Enterprises, LLC.Expenses

The general and administrative expenses were $1,587,028 for the year ended December 31, 2024 compared to $1,377,703 for the same period in 2023. The increase in 2023 in general and administrative expenses was approximately 15.2% primarily due to due to increased 2024 sales revenue.

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

Net Income

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

Liquidity and Capital Resources

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

Our ~~Business~~cash provided by operating activities of $284,256 for the year ended December 31, 2024, compared to $316,116 during the same period in 2023. For the year ended December 31, 2024, net cash provided by operating activities of $284,257 consisted of net income of $324,311, plus $151,588 of non-cash items, consisting primarily of stock compensation of $16,560, depreciation and amortization of $74,085, bad debt expense of $14,927 and amortization of debt discount of $28,220, plus changes in operating assets and other operating activities of $191,642. For the year ended December 31, 2023, net cash provided by operating activities of $316,116 consisted of net income of $137,468, plus $156,530 of non-cash items, consisting primarily of stock compensation of $131,888, depreciation and amortization of $66,363, amortization of right of use assets – operating lease of $33,682 and change in derivative liability of $94,404, plus changes in operating assets and other operating activities of $22,118.

WeCash ~~provide~~used ~~customized~~in ~~construction~~investing ~~and~~activities ~~installation~~during ~~of grocery store decor for both new and renovated grocery stores. Our service and expertise include~~ the ~~installation~~year ofended ~~grocery~~December ~~checkout~~31, ~~stands~~2024, ~~grid~~was ~~ceilings~~$2, ~~cart-stops~~295,639 ~~shelving,~~compared ~~customer~~to ~~service counter~~$317, ~~office~~369 ~~cabinetry~~during ~~and~~the ~~other~~same ~~grocery~~period ~~store~~in ~~equipment and fixtures~~2023. ~~Our clients primarily consist of design companies, most of whom~~ ~~are~~For ~~subsidiaries~~the oryear ~~divisions~~ended ofDecember ~~major retail grocery chains~~31, ~~or are affiliated with Associated Wholesale Grocers~~2024, ~~the~~net ~~nation’s second~~cash ~~largest~~used ~~retailer-owned~~in ~~grocery~~investing ~~wholesaler~~activities ~~with~~consisted ~~over~~of $2,~~900 retail outlets~~295,639 ~~and~~for ~~Supervalu Inc. which is~~ the ~~grocery~~purchase ~~supplier to~~of ~~over~~property ~~3400, owned, licensed, franchised~~ and ~~affiliated stores~~ equipment. ~~Even~~For ~~though~~ the ~~majority~~year ofended ~~our~~December ~~contracts are obtained by these two sources it is important to remember that grocery stores are remodeled on an average every 5 years~~31, ~~which equates to an average of 1~~2023,~~260~~ ~~remodels~~net ~~per~~cash ~~year~~used ~~being~~in ~~conducted~~investing byactivities ~~these~~consisted ~~two grocery retailers alone. We believe that our success is the result~~ of ~~both~~ ~~our quality installation of grocery equipment and fixtures~~$317,769 ~~and~~for ~~high~~the ~~level~~purchase of ~~personal service that we provide to our customers.~~property Weand ~~receive bid requests from all regions of the United States~~equipment. ~~Therefore, we are seeking to expand our operations to service additional geographic areas.~~

ToCash ~~effectuate~~provided ~~our~~by ~~business~~financing ~~plan~~activities ~~during~~was ~~the next twelve months~~$2,122,421 wefor ~~must~~the ~~increase~~year ~~our~~ended ~~current~~December ~~customer~~31, ~~base~~2024, ascompared ~~well~~to ascash ~~acquire~~used ~~additional employees~~in ~~and~~financing ~~equipment~~activities soof $68,429 ~~that~~during wethe ~~may~~comparable ~~accommodate~~period ~~our~~in ~~expanded customer base~~2023. WeFor ~~anticipate~~the ~~that~~year weended ~~will~~December ~~establish~~31, an2024, ~~online presence~~net tocash ~~increase~~provided ~~our~~by ~~market~~financing ~~visibility~~activities ~~and~~consisted of ~~corporate~~proceeds ~~recognition~~from bynotes ~~the~~payable ~~second quarter~~ of ~~2014~~$2, ~~through our websites~~237,531 ~~www.admendeavors.com~~ and ~~www.admenterprises.net,~~repayments ~~which~~of ~~are~~notes ~~currently~~payable ~~under~~of ~~construction~~$115,110. WeFor ~~believe~~the weyear ~~can~~ended ~~establish~~December ~~our~~31, ~~industry~~2023, ~~presence~~net ~~and stimulate~~cash ~~interest~~provided by ~~constructing~~financing aactivities ~~trade~~consisted ~~show~~of ~~booth~~proceeds tofrom ~~market~~notes ~~our~~payable ~~services~~of ~~when~~$147,279 weand ~~attend~~repayments ~~annual~~of ~~grocer~~notes ~~tradeshows~~payable ~~and~~of ~~conventions~~$78,850.

~~Use~~As of ~~Grocery~~December ~~Decor~~31, ~~Installation~~2024, ~~Services in~~ the ~~Construction~~Company ~~and~~had ~~Remodeling~~a ~~Industry.~~working ~~The~~capital ~~retail~~of ~~grocery~~$385,087, ~~industry~~of iswhich ~~highly~~$214,382 ~~competitive and~~of ~~requires~~current ~~constant~~liabilities ~~innovations~~was related to ~~attract~~derivative liabilities. ~~and~~As ~~retain~~of ~~customers.~~December ~~Accordingly~~31, ~~neighborhood~~2023, ~~markets~~the ~~battle~~Company ~~for~~had ~~patrons~~a byworking ~~catering to~~capital ~~customers’~~of ~~desires for a modern~~$43, ~~clean~~375, ~~and~~of ~~convenient~~which ~~shopping experience. Grocery stores~~$213,569 ~~therefore,~~of ~~typically~~current ~~renovate every~~liabilities ~~five~~was related to ~~six~~derivative ~~years to maintain a new image~~liabilities.

In the past, store workers, painters or carpenters installed decor items. However, as the designs and materials became increasingly elaborate, the need for specialized and experienced installers grew. The installation process requires that an installer have special knowledge of various aspects of construction, including framing, finishing, and remodeling. Additionally, knowledge of standards for product usage, hanging methods and quality control are extremely helpful. As a result of the frequency of store renovations, coupled with the complexity of the items being installed secures the demand for

	For the years ended
	December 31,
	2024			2023

Cash provided by operating activities	$	284,256		$	316,116
Cash used in investing activities		(2,295,639	)		(317,369	)
Cash provided by financing activities		2,122,421			68,429

Net changes to cash	$	111,038		$	67,176

~~custom~~Off ~~installation~~Balance ~~services.~~Sheet Arrangements

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

~~Our~~Critical ~~services~~Accounting ~~are~~Policies ~~frequently employed in conjunction with construction~~ and renovation companies assisting in the building or remodeling process. Design companies frequently engage our services to effect the installation of various decor items, such as interior signs, countertops and the like. Grocers engage our installation expertise to insure the proper installation of checkout stands, grid ceilings, cart-stops, shelving, customer service counters and office cabinetry. Our Company does not manufacture any of the products we use in our construction and design process. We have strong relationships with outside vendors who provide us the customized products which we assemble on the job sites.Estimates

~~Our~~Use ~~Standard~~ of ~~Installation~~Estimates

WeThe ~~believe~~preparation ~~that~~of ~~our~~financial ~~success~~statements ~~can~~in beconformity ~~attributed~~with togenerally ~~the~~accepted ~~high~~accounting ~~degree~~principles ofrequires ~~quality~~management to make estimates and ~~excellence~~assumptions ~~exacted~~that ~~during~~affect the ~~installation~~reported ~~process. Our~~amounts ~~management’s~~of ~~specialized~~assets ~~experience~~and inliabilities ~~building~~and ~~stores~~disclosure inof ~~shopping~~contingent ~~centers~~assets and ~~various~~liabilities ~~aspects~~at ~~of construction, such~~the asdate ~~framing,~~of ~~finishing,~~the ~~concrete~~financial ~~work~~statements and ~~remodeling~~the ~~have~~reported ~~been~~amounts ~~emphasized~~of torevenues ~~employees~~and expenses during ~~their~~the ~~training~~reporting period. ~~Our~~Accordingly, ~~management~~actual ~~also~~results ~~possesses~~could ~~specialized~~differ ~~skill~~from ~~and~~those ~~knowledge~~estimates. ~~regarding~~Such ~~paints,~~estimates ~~materials,~~include ~~adhesives,~~management’s ~~and~~assessments ~~fasteners~~of ~~used~~the incarrying ~~décor~~value ~~installation. As~~of acertain ~~result~~assets, useful lives of ~~our~~assets, ~~management’s~~and ~~experience,~~related ~~our~~depreciation ~~employees~~and ~~are~~amortization ~~able~~methods toapplied, ~~exercise~~and athe ~~higher~~fair ~~degree~~value of ~~quality~~the ~~and~~common ~~skill~~stock ~~when~~used in stock-based ~~performing~~compensation ~~installation~~and ~~services~~derivative valuations.

Our Target Markets and Marketing Strategy

We believe that our primary target market will consist of various large retail grocers who have markets and stores located nationwide, including our two main sources of revenue, Associated Wholesale Grocers and Supervalu Inc..

We believe that our current customers will be a source of referrals and that new contracts will arise as a result of our ability to offer the most cost efficient and quality effective bid with increased manpower and equipment capabilities.

AsFair weValue ~~enter~~of ~~the~~Financial ~~equity~~Instruments ~~markets~~ and ~~obtain~~Fair ~~expansion~~Value capital, we intend to purchase the equipment and hire the manpower necessary to have additional crews available in multiple cities across the United States which will allow us to bid on and capture multiple contracts simultaneously.Measurements

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

~~Our~~We ~~objective~~have isadopted toaccounting ~~become~~guidance for financial and non-financial assets and liabilities. The adoption did not have a ~~dominant~~material ~~provider~~impact on our results of ~~grocery~~operations, ~~décor~~financial ~~services~~position ~~accompanied~~or byliquidity. ~~reliable~~This ~~personal~~standard ~~service~~defines fair value, provides guidance for measuring fair value and requires certain disclosures. ~~Our~~This ~~strategy~~standard does not require any new fair value measurements, but rather applies to all other isaccounting pronouncements that require or permit fair value measurements. This guidance does not apply to ~~continue~~measurements ~~providing~~related ~~clients~~to ~~with~~share-based payments. ~~quality~~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~~-effective~~ ~~installation~~approach ~~services~~(cost to replace the service capacity of an asset or replacement cost). ~~Key~~The guidance ~~elements~~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 ~~our~~those ~~strategy~~three ~~include~~levels:

●Level 1: ~~increase~~Observable ~~our~~inputs ~~relationships~~such ~~with~~as ~~grocer~~quoted ~~décor~~prices ~~design~~(unadjusted) ~~companies~~in ~~and~~active ~~retail~~markets ~~grocery chains; ● increase our relationships with the construction and renovation companies servicing the retail grocers; ● provide additional installation services~~ for ~~smaller~~identical ~~businesses;~~assets and pursue relationships with joint venture candidates. We will attempt to establish joint ventures with companies that will support our expansion and business development. For example, a potential joint venture candidate could include the manufacturer of grocer decor or ~~fixtures, such as checkout counters~~liabilities. ~~● Increase our manpower and equipment capabilities~~

WeLevel ~~have~~2: ~~not~~Inputs ~~taken~~other ~~any~~than ~~steps~~quoted toprices ~~accomplish~~that ~~our~~are ~~growth~~observable, ~~strategy~~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.

~~Our~~Level ~~Competition~~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.

WeRevenue believe that the installation business competes on price, reputation for quality, timeliness, familiarity with retail construction, the availability of aggregate materials and financial strength. We believe that we compete favorably on the basis of the foregoing factors. The market for construction services, particularly services to national retail chains, is highly competitive. Several of our competitors are larger, better known and have substantially greater marketing, financial, personnel and other resources, including established reputations and working relationships, than we do. We cannot guaranty that our services will continue to be competitive in the market place. Our primary competitor in our respective market area of the Midwest is PFI, Inc., based in Denver, Colorado.Recognition

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

WeIn ~~are subject to federal~~general, ~~state~~the ~~and~~Company ~~local~~applies ~~provisions regulating~~ the ~~discharge~~following ofsteps ~~materials~~when ~~into~~recognizing ~~the~~revenue ~~environment~~from orcontracts ~~otherwise~~with ~~for the~~customers: ~~protection~~(i) ofidentify the ~~environment.~~contract, ~~Although~~(ii) identify ~~our~~the ~~current~~performance ~~operations~~obligations, ~~have~~(iii) ~~not~~determine ~~been~~the ~~significantly~~transaction ~~affected by compliance with environmental laws or regulations~~price, ~~federal,~~(iv) ~~state~~allocate ~~and~~the ~~local~~transaction ~~governments~~price ~~are becoming increasingly sensitive~~ to ~~environmental~~the ~~issues,~~performance obligations and ~~we cannot~~(v) ~~predict~~recognize ~~what~~revenue ~~impact~~when ~~future~~a ~~environmental~~performance ~~regulations~~obligation ~~may~~is ~~have on our operations~~satisfied.

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

WeStock-Based ~~are not currently conducting any research and development activities and do not anticipate conducting such activities in the near future.~~Compensation

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

We do not presently own any patents, trademarks, licenses, concessions or royalties. Our success may depend in part upon our ability to preserve our trade secrets, obtain and maintain patent protection for our technologies and processes, and operate without infringing the proprietary rights of other parties. However, we may rely on certain proprietary technologies, trade secrets, and know-how that are not patentable. Although we may take action to protect our unpatented trade secrets and our proprietary information, in part, by the use of confidentiality agreements with our employees, consultants and certain of our contractors, we cannot guaranty that

● these agreements will not be breached; ● we would have adequate remedies for any breach; or ● our proprietary trade secrets and know-how will not otherwise become known or be independently developed or discovered by competitors.

WeRecently ~~cannot~~Issued ~~guaranty~~Accounting ~~that our actions will be sufficient to prevent imitation or duplication of our services by others or prevent others from claiming violations of their trade secrets and proprietary rights.~~Pronouncements

~~Bankruptcy~~We have decided to take advantage of the exemptions provided to smaller reporting companies 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, and delayed compliance with new or ~~Similar~~revised ~~Proceedings~~accounting standards that have different effective dates for public and private companies until they are made applicable to private companies.

~~There~~Company ~~has~~management ~~been~~does nonot ~~bankruptcy~~believe that any other recently issued, ~~receivership~~but ornot ~~similar~~yet ~~proceeding~~effective ~~pertaining~~accounting topronouncements, if adopted, would have a material effect on the ~~Company~~accompanying financial statements.

~~Reorganizations~~DIRECTORS, ~~Purchase~~EXECUTIVE orOFFICERS, ~~Sale~~PROMOTERS, ofAND ~~Assets~~CONTROL PERSONS

~~There~~The ~~have~~following ~~been~~table nosets ~~material~~forth ~~reclassifications,~~the ~~mergers~~names and ages of our current directors and executive officers. Also, ~~consolidations~~the principal offices and positions with us held by each person and the date such person became our director, orexecutive ~~purchase~~officer. orOur ~~sale~~executive ofofficers aare ~~significant~~appointed ~~amount~~by our Board of ~~assets~~Directors. ~~not~~Our ~~done in~~directors serve until the ~~ordinary~~earlier ~~course~~occurrence of ~~business~~the ~~pertaining~~election toof his or her successor at the ~~Company~~next meeting of stockholders, death, resignation or removal by the Board of Directors. There are no family relationships among our directors, executive officers, director nominees.

Employees

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

WeMarc ~~currently~~Johnson, ~~have~~CEO 2and ~~employees~~Chairman. Mr. Johnson earned a Business Administration Degree from Texas Christian University (TCU) in 1993. Mr. Johnson has been in the promotional products industry for over 35 years and started his first business in high school. Upon graduation from TCU, Mr. Johnson sold his first business to pursue a full-time career in the promotional products industry. Mr. Johnson excelled in sales and built his customer annual sales to over $1 million in his first three years. Mr. Johnson’s talents were noticed by a customer who convinced him to leave and start a new promotional products company with his customers’ financial backing. In 2010, Mr. Johnson bought out his financial backer and started Just Right Products, Inc.

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

~~The~~Our ~~company~~directors ~~currently~~are ~~maintains~~elected ~~its’~~at ~~principle~~the ~~office~~annual atmeeting ~~2021~~of N.the ~~3rd~~shareholders, ~~St.~~with ~~Bismarck,~~vacancies ~~N.D~~filled ~~58501.~~by Atthe ~~this~~Board ~~location~~of ~~Ardell~~Directors, and serve until their D.successors ~~Mees~~are ~~provides~~elected 2and ~~office~~qualified, ~~spaces~~or ~~for~~their earlier resignation or removal. Officers are appointed by the ~~exclusive~~board ~~use~~of directors and serve at the discretion of the ~~company~~board of directors or until their earlier resignation or removal. NoAny ~~monthly~~action ~~fee~~required iscan ~~being~~be ~~charged~~taken toat any annual or special meeting of stockholders of the ~~Company~~corporation which may be taken without a meeting, aswithout ~~management~~prior notice and without a vote, ~~believes~~if ~~such~~consent ~~cost~~of isconsents ~~nominal~~in ~~and~~writing sosetting forth ~~does~~the action so taken, shall be signed by the holders of the outstanding stock having not less ~~recognize~~than ~~any~~the ~~rent~~minimum ~~expense~~number inof votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the ~~financial~~corporation ~~statements.~~by ~~The~~delivery ~~company~~to ~~rents~~its registered office, its principle 1place ~~storage~~of ~~unit~~business, ~~for~~or ~~exclusive~~an ~~use~~officer or agent of the ~~company~~corporation inhaving ~~Mandan,~~custody ~~N.D~~of ~~for~~the abook ~~total~~in ~~cost~~which the proceedings of ~~$1,560~~meetings ~~per~~are ~~year~~recorded.

~~Legal~~Indemnification ~~Proceedings~~of Directors and Officers

~~There~~Nevada ~~are~~Corporation noLaw ~~current~~allows for the indemnification of officers, ~~past~~directors, ~~pending~~and any corporate agents in terms sufficiently broad to indemnify such persons under certain circumstances for liabilities, including reimbursement for expenses, incurred arising under the 1933 Act. The Bylaws of the Company provide that the Company will indemnify its directors and officers to the fullest extent authorized or ~~threatened~~permitted by ~~legal~~law and such right to indemnification will continue as to a person who has ceased to be a director or officer of the Company and will inure to the benefit of his or her heirs, executors and Consultants; provided, however, that, except for proceedings to enforce rights to indemnification, the Company will not be obligated to indemnify any director or ~~administrative~~officer ~~actions~~in ~~either~~connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or ~~against~~part thereof) was authorized by the ~~issuer~~Board ~~that~~of ~~could~~Directors. The right to indemnification ~~have~~conferred awill ~~material~~include ~~effect~~the onright to be paid by the ~~issuer~~Company the expenses (including attorney’s ~~business,~~fees) ~~financial~~incurred ~~condition,~~in ordefending ~~operations~~any such proceeding in advance of its final disposition.

Going Concern

The Company’s independent auditor included an explanatory paragraph in their audit report for the years ended December 31, 2016 and 2015 with respect to the Company’s ability to continue as a going concern.

Forward Looking Statements

Except for historical information, the following Plan of Operation contains forward-looking statements based upon current expectations that involve certain risks and uncertainties. Such forward-looking statements include statements regarding, among other things, (a) our projected sales and profitability, (b) our growth strategies, (c) anticipated trends in our industry, (d) our future financing plans, (e) our anticipated needs for working capital, (f) our lack of operational experience and (g) the benefits related to ownership of our common stock. Forward-looking statements, which involve assumptions and describe our future plans, strategies, and expectations, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. This information may involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from the future results, performance, or achievements expressed or implied by any forward-looking statements. These statements may be found under “Management’s Discussion and Analysis or Plan of Operations” and “Description of Business,” as well as in this Prospectus generally. Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including, without limitation, the risks outlined under “Risk Factors” and matters described in this Prospectus generally. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this Prospectus will in fact occur as projected.

~~MANAGEMENT’S~~The ~~DISCUSSION~~Company ~~AND~~may, ~~ANALYSIS~~to OFthe ~~FINANCIAL~~extent ~~CONDITION~~authorized ~~AND~~from ~~RESULTS~~time OFto ~~OPERATIONS~~time by the Board of Directors, provide rights to indemnification and to the advancement of expenses to employees and agents of the Company similar to those conferred to directors and officers of the Company. The rights to indemnification and to the advancement of expenses are subject to the requirements of the 1940 Act to the extent applicable.

~~The~~Furthermore, ~~following information should be read in conjunction with our financial statements and related notes thereto included elsewhere in this registration statement and~~ the ~~related~~Company ~~“Management’s~~may ~~Discussion~~maintain ~~and~~insurance, ~~Analysis~~at ofits ~~Financial~~expense, ~~Condition and Results of Operations”. We also urge you~~ to ~~review~~protect itself and ~~consider~~any ~~our~~director, ~~disclosures describing various risks that may affect our business~~officer, ~~which~~ ~~are~~employee ~~set~~or ~~forth~~agent ~~under~~of the ~~heading~~Company ~~“Risk~~or another ~~Factors”.~~company ~~This~~against ~~discussion~~any ~~contains forward-looking statements~~expense, ~~including statements~~liability ~~regarding~~or ~~our expected financial position~~loss, ~~business~~whether ~~and~~or ~~financing~~not ~~plans.~~the ~~These~~Company ~~statements~~would ~~involve~~have ~~risks and uncertainties. Our actual results could differ materially from~~ the ~~results~~power ~~described~~to inindemnify orsuch ~~implied~~person ~~by these forward-looking statements as a result~~against ofsuch ~~various factors~~expense, ~~including~~liability ~~those~~or ~~discussed~~loss ~~below~~under ~~and~~the ~~elsewhere~~Nevada inGeneral ~~this~~Corporation ~~Report~~Law.

~~Unless~~Board ~~the context otherwise suggests, “we,” “our,” “us,” and similar terms, all refer to ADM Endeavors, Inc. as of the date of this report.~~Composition

ToOur ~~effectuate~~bylaws ~~our~~provide ~~business~~that ~~plan during~~ the ~~next~~Board ~~twelve~~of ~~months,~~Directors weshall ~~must~~consist ~~increase~~of ~~our~~one ~~current~~or ~~customer~~more ~~base,~~members. asEach ~~well~~director asof ~~acquire~~the ~~additional employees~~Company ~~and~~serves ~~equipment~~for soa ~~that~~term weof ~~may~~one year ~~accommodate~~or ~~our~~until ~~expanded~~a ~~customer~~successor ~~base.~~is Weelected ~~anticipate~~at ~~that~~the weCompany’s ~~will~~annual ~~establish~~shareholders anmeeting ~~online presence~~and tois ~~increase~~qualified, ~~our~~subject ~~market~~to ~~visibility~~removal ~~and corporate recognition~~ by the ~~second~~Company’s shareholders. ~~quarter~~Each ofofficer ~~2018~~serves, ~~through~~at ~~our~~the ~~websites,~~pleasure ~~www.admendeavors.com and~~of ~~www.admenterprises.net,~~the ~~which~~Board ~~are~~of ~~currently~~Directors, ~~under~~for ~~construction.~~a Weterm ~~believe~~of weone ~~can~~year ~~establish our industry presence~~ and ~~stimulate interest~~until ~~by constructing~~ a ~~trade~~successor ~~show~~is ~~booth~~elected at tothe ~~market~~annual ~~our~~meeting ~~services~~of ~~when~~the weBoard ~~attend~~of ~~annual~~Directors ~~grocer tradeshows~~ and ~~conventions~~is qualified.

~~Going~~Involvement ~~concern~~in Certain Material Legal Proceedings During the Last Five Years

~~The~~No ~~Company’s~~director, ~~independent~~officer, ~~auditor~~significant ~~included~~employee anor ~~explanatory~~consultant ~~paragraph~~has inbeen ~~their~~convicted ~~audit~~in ~~report~~a ~~for~~criminal ~~the years ended December 31~~proceeding, ~~2016 and~~exclusive ~~2015~~of ~~with~~traffic ~~respect to the Company’s ability to continue as a going concern~~violations.

~~Current~~No ~~and~~bankruptcy ~~planned~~petitions ~~operations~~have been filed by or against any business or property of any director, officer, significant employee or consultant of the Company nor has any bankruptcy petition been filed against a partnership or business association where these persons were general partners or executive officers.

~~Currently,~~No ~~the~~director, ~~Company~~officer, ~~has~~significant toemployee ~~travel~~or toconsultant ~~and~~has ~~from~~been ~~its~~permanently ~~only~~or ~~office~~temporarily inenjoined, ~~North~~barred, ~~Dakota~~suspended toor ~~the~~otherwise ~~mid-west to bid and compete for sales. The Company~~limited ~~hopes~~from toinvolvement ~~expand operations by opening a satellite office~~ in ~~the~~any ~~mid-western~~type ~~region whereby we could aggressively bid on projects easier and more efficiently. The Company also plans to mitigate the uncertainty~~ of ~~the~~business, ~~U.S.~~securities ~~economy~~or bybanking ~~increasing its customer base to include mid-sized grocery chains as well~~activities.

~~The~~No ~~large~~director, ~~national~~officer ~~supermarket~~or ~~chains~~significant ~~usually~~employee ~~remodel their stores every (4) four to (6) six years. The Company~~ has ~~noticed~~been ~~that~~convicted ~~national chains will more typically begin remodeling projects in the second half~~ of ~~the~~violating ~~year,~~a ~~with~~federal ~~completion~~or ~~before~~state ~~the~~securities ~~holiday season. The majority of the Company’s revenues are derived from Super Valu, Inc~~ or ~~Associated~~commodities ~~Wholesale Grocers which are 2 of many interior grocery store décor design companies~~law. ~~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~~Directors’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. Moreover, there are no agreements in place with any officer of the Company nor with outside entities to fund the Company if it were to have a shortfall in capital. It is estimated that each of the CompanyOfficers’s ~~five~~Liability 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. The Company will not receive any of the proceeds from the sale of the shares registered in this registration statement and funds received by the Selling Shareholders from the resale of their shares will not be used for our planned expansion.Insurance

~~Expanding~~ ADM’s Endeavors, ~~market~~Inc. ~~reach~~does ~~and~~not ~~physical~~have ~~presence~~directors’ isand ~~the key to it~~officers’s ~~continued~~liability ~~growth.~~insurance ~~Because~~insuring ~~the~~our ~~current~~directors ~~ADM~~and ~~staff~~officers isagainst ~~limited~~liability ~~by geographic considerations when bidding~~ for ~~jobs,~~acts itor isomissions ~~necessary~~in totheir ~~provide~~capacities ~~more~~as ~~staff~~directors inor ~~more geographic areas~~officers.

~~Bismarck,~~Code ~~ND will continue to remain the headquarters location for ADM. Since roughly 80%~~ of ~~the current clients come from the Kansas City area, this is the first area targeted for expansion.~~Ethics

District Location	Geographic Area	Target Area
Kansas City, MO	Missouri, Kansas Oklahoma, Arkansas	3-1-18
Minneapolis, MN	Minnesota, Iowa, Wisconsin, Northern Illinois, and the UP of Michigan	9-1-18
Denver, CO	Colorado, Wyoming, Western Nebraska, and Western Kansas	3-1-19
Chicago, Ill	Illinois, Indiana, Michigan, and Eastern Wisconsin	9-1-19
Spokane, WA	Washington, California, Idaho, and Montana	3-1-20

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

Corporate Governance

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

~~The~~Due ~~expansion~~to our lack of ~~ADM~~operations ~~will~~and ~~result~~size, inand ~~large~~since ~~revenue~~we ~~gains~~are ~~over~~not currently listed on a national securities exchange, and we are not subject to any listing requirements mandating the ~~next~~establishment 3of ~~years.~~any Asparticular ~~each~~committees; ~~new~~all ~~location~~functions ~~becomes~~of ~~self~~a ~~sufficient,~~nominating/governance ~~revenues~~committee ~~will~~were ~~grow~~performed ~~proportionately~~by our board of directors. InOur ~~order~~board of directors intends to ~~ensure~~appoint ~~each~~such ~~location~~persons isand ~~able~~form such committees as are required to ~~become~~meet ~~self-sufficient~~the ascorporate ~~quickly~~governance requirements imposed by the national securities exchanges as ~~possible,~~necessary. ~~ADM~~Our ~~will~~board of directors does benot ~~implementing~~believe anthat ~~expansion~~it ~~plan~~is necessary to have such committees at the early stage of the company’s ~~wide.~~development, ~~This~~and ~~plan~~our ~~will~~board ~~include~~of directors believes that the ~~following:~~functions of such committees can be adequately performed by the members of our board of directors.

1.We ~~Full~~believe ~~technological~~that ~~update~~our ~~company~~board ~~wide.~~of ~~This~~directors ~~includes~~is ~~the~~capable ~~installation~~ of aanalyzing ~~computer~~and ~~network~~evaluating ~~with~~our ~~the~~financial ~~main~~statements ~~server~~and ~~located~~understanding ininternal ~~Bismarck.~~controls ~~Each~~and ~~outlying~~procedures ~~location~~for ~~will~~financial ~~have~~reporting. aWe ~~computer~~believe ~~station~~that soretaining ~~that~~an ~~all~~independent ~~locations~~director who would bequalify ~~centralized.~~as ~~The~~an ~~headquarters~~“audit ~~will continue~~committee tofinancial beexpert” ~~responsible~~would ~~for~~be ~~all~~overly ~~accounting,~~costly ~~billing,~~and ~~tracking,~~burdensome ~~administrative,~~ and ~~management~~is ~~activities.~~not ~~Each~~warranted ~~location~~in ~~will~~our ~~simply need~~circumstances togiven ~~provide~~the ~~data~~early ~~input~~stages of ~~current~~our development ~~activities~~and toour ~~keep~~relatively ~~the~~small ~~data current at all times~~size.

~~RESULTS~~Board OFLeadership ~~OPERATIONS~~Structure and the Board’s Role in Risk Oversight.

~~Working~~The ~~Capital~~Board of Directors consists solely of the Chairman, who is also the Company’s controlling shareholder, and the Company’s Chief Executive Officer. The Company has a Chief Financial Officer reporting to the Board of Directors. Our structure provides the Company with two leaders who represent the Company to our stockholders, regulators, business partners and other stakeholders.

	June 30, 2017 $			December 31, 2016 $
Current Assets		41,930			16,156
Current Liabilities		296,821			235,824
Working Capital Deficit		(254,891	)		(219,668	)

This structure creates efficiency in the preparation of the meeting agendas and related Board materials as the Company’s Chief Executive Officer works directly with the Chief Financial Officer preparing the necessary Board materials and is closely connected to the overall daily operations of the Company. Agendas are also prepared with the permitted input of the Board of Directors allowing for any concerns or risks of a director to be discussed as deemed appropriate. The Board believes that the Company has benefited from this simplified structure since it has been cost effective, and in light of the Company’s small size, that it is in the best interest of the stockholders.

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

	June 30, 2017 $			June 30, 2016 $
Cash Flows used in Operating Activities		(34,847	)		(30,613	)
Cash Flows from Investing Activities		-			-
Cash Flows provided by Financing Activities		46,602			12,757
Net increase (decrease) in Cash During Period		11,755			(17,856	)

Code of Ethics

~~Operating~~The ~~Revenues~~Company does not have a written code of ethics that applies to the Company’s officers.

~~For~~Potential ~~the~~Conflicts ~~three months ended June 30, 2017, the Company earned revenues~~ of $99,726 compared with $43,356 for the three months ended June 30, 2016. For the six months ended June 30, 2017, the Company earned revenues of $143,991 compared with $90,156 for the six months ended June 30, 2016.Interest

~~Operating~~Since ~~Expenses~~we do not have an audit or compensation committee comprised of independent directors, the functions that would have been performed by such committees are performed by our other directors—currently Mr. Johnson only. Thus, there is a potential conflict of interest in that our director and ~~Net~~officers ~~Loss~~have the authority to determine issues concerning management compensation and audit issues that may affect management decisions. We are not aware of any other conflicts of interest with any of our executives or directors.

~~For~~Director the three months ended June 30, 2017, the Company incurred operating expenses of $235,189 compared with $166,310 for the three months ended June 30, 2016. The increase of $68,879 is due largely to an increase in consulting expense of $51,127. For the six months ended June 30, 2017, the Company incurred operating expenses of $437,491 compared with 353,785 for the six months ended June 30, 2016. The increase of $83,706 was due largely to an increase in General and Administrative of $23,779 and an increase in Consulting expense of $51,127.Independence

~~For~~Our ~~the~~board ~~three~~of ~~months~~directors ~~ended~~has ~~June~~undertaken ~~30,~~a ~~2017,~~review of the ~~Company~~independence ~~realized~~of aeach ~~net~~director ~~loss~~and ofconsidered ~~$148,808~~whether ~~compared~~any ~~with~~director has a ~~net~~material ~~loss~~relationship with ofus ~~$136,867~~that ~~for~~could ~~the three~~compromise ~~months~~his ~~ended~~ability ~~June~~to ~~30,~~exercise ~~2016.~~independent ~~For~~judgment ~~the~~in ~~six~~carrying ~~months~~out ~~ended~~his ~~June~~responsibilities. ~~30,~~As ~~2017,~~a ~~the~~result ~~Company~~of ~~realized~~this review, aour ~~net~~board ~~loss~~ of ~~$313,325~~directors ~~compared with~~has adetermined ~~net~~that ~~loss~~our ofsole ~~$290~~director,~~982~~ ~~for~~Mr. ~~the~~Johnson, ~~six~~is ~~months~~not ~~ended~~an ~~June~~independent ~~30, 2016~~director.

The Company recorded net loss per share of $0.00 for both the three and six months ended June 30, 2017 and 2016.

~~Liquidity~~EXECUTIVE ~~and Capital Resources~~COMPENSATION

AtSummary June 30, 2017, the Company had cash and total assets of $27,715 and $55,644, respectively compared with cash of $15,960 and total assets of $33,832 as at December 31, 2016. The increase in total assets was attributed to an increase in accounts receivable.Compensation

AtOur ~~June~~Board 30of Directors has not established a compensation committee. Instead, ~~2017~~the Board of Directors reviews and approves executive compensation policies and practices, reviews salaries and bonuses for our officer(s), decides on benefit plans, and considers other matters as may, from time to time, be referred to it. We do not currently have a Compensation Committee Charter. Our Board continues to emphasize the important ~~Company~~link ~~had~~between ~~total~~our ~~liabilities~~performance, which ultimately benefits all shareholders, and the compensation of ~~$309~~our executives. Therefore,~~194~~ the ~~compared~~primary goal of our executive compensation policy is to closely align the interests of the shareholders with ~~total~~the ~~liabilities~~interests of ~~$250,799~~the executive atofficer(s). ~~December~~In 31order to achieve this goal, ~~2016~~we attempt to (i) offer compensation opportunities that attract and retain executives whose abilities and skills are critical to our long-term success and reward them for their efforts in ensuring our success and (ii) encourage executives to manage from the perspective of owners with an equity stake in us.

AtSummary ~~June~~Compensation 30, 2017, the Company had a working capital deficit of $254,891 compared with a working capital deficit of $219,668 at December 31, 2016. The change in working capital deficit was due to an increase in losses and amounts due to related party.Table

Cash Flow from Operating Activities

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

Alex Archer	2025	$	100,000	$	15,000	$	-	$	-	$	-	$	-	$	-	$	115,000
CFO (2)	2024	$	100,000	$	15,000	$	-	$	-	$	-	$	-	$	-	$	115,000

~~During~~(1) ~~the~~Appointed ~~period~~on ~~ended~~April ~~June 30~~19, ~~2017~~2018, ~~operating~~as ~~activities~~COO ~~used~~and ~~$(34,847)~~Director. ~~compared~~On ~~with~~January ~~$(30~~8,~~613)~~ ~~during the period ended June 30~~2020, ~~2016. The~~resigned ~~decrease~~as inCOO ~~net cash provided by operating activities was due to the net loss~~ and ~~increase~~appointed inas ~~accounts receivable~~CEO.

~~Cash~~(2) ~~Flow~~Appointed ~~from~~on ~~Investing~~May ~~Activities~~22, 2023, as CFO.

During the periods ended June 30, 2017 and 2016, the Company’s cash position did not change due to investing activities.

Cash Flow from Financing Activities

During the period ended June 30, 2017, cash flow provided by financing activities was $46,602 of cash compared to $12,757 for the period ended June 30, 2016. The increase was due to proceeds received from a shareholder loan.

Going Concern

During the six months ended June 30, 2017 and the year ended December 31, 2016 we incurred negative cash flow from operation of approximately $35,000 and $65,000, respectively. We have not attained profitable operations and are dependent upon obtaining financing to expand our business or to pursue any acquisitions. For these reasons, our auditors stated in their report on our audited annual financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing.

Future Financings

We will continue to rely on equity sales of our Common Shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund our operations and other activities.

Off-Balance Sheet Arrangements

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

Critical Accounting Policies

Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements. In general, management’s estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.

Recently Issued Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

Seasonality

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.

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 material effect on our operating results. However, inflation may become a factor in the future.

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 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 award and recognize compensation cost upon the probable attainment of a specified performance condition or over a service period.

OFF-BALANCE SHEET TRANSACTIONS

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

Critical Accounting Policies

Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Accordingly, actual results could differ from those estimates. Such estimates include management’s assessments of the carrying value of certain assets, useful lives of assets, and related depreciation and amortization methods applied.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable related to the products and services sold are recorded at the time revenue is recognized, and are presented on the balance sheet net of allowance for doubtful accounts. The ultimate collection of the receivable may not be known for several months after services have been provided and billed.

The Company has established an allowance for doubtful accounts based upon factors pertaining to the credit risk of specific customers, analyses of current and historical cash collections, and the aging of receivables. Delinquent accounts are written-off when the likelihood for collection is remote and/or when the Company believes collection efforts have been fully exhausted and the Company does not intend to devote any additional efforts in an attempt to collect the receivable. The Company adjusts their allowance for doubtful accounts balance on a quarterly basis.

Furniture Fixtures & Equipment

Furniture fixtures and equipment are recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation of furniture fixtures and equipment is computed by the straight-line method (after taking into account their respective estimated residual values) over the assets estimated useful life of five (3) years for equipment, (5) years for automobile, and (7) years for furniture and fixtures. Upon sale or retirement of computer equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in statements of operations.

Automobiles

Automobiles are recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation of automobiles is computed by the straight-line method (after taking into account their respective estimated residual values) over the assets estimated useful life of five (5) years. Upon sale or retirement of automobiles, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in statements of operations.

Revenue Recognition

The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company will recognize revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. In addition, the Company records allowances for accounts receivable that are estimated to not be collected.

Impairment of long-lived assets

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

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

The Company determined that there were no impairments of long-lived assets at June 30, 2017 and December 31, 2016.

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.

Net income (loss) per share

The Company computes basic and diluted earnings per share amounts pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic earnings per share is computed by dividing net income (loss) 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 earnings per share is computed by dividing net income (loss) 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.

There were potentially no dilutive shares outstanding at June 30, 2017 and December 31, 2016.

Recent Accounting Pronouncements

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

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

Executive Compensation

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

SUMMARY COMPENSATION TABLE

Name and Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-equity Incentive Plan Compensation ($)		Non-qualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Ardell Mees		2016		107,882		0		0		0		0		0		0		107,882
CEO, CFO, and Director		2015		88,503		0		0		0		0		0		0		88,503
Tammera Mees		2016		0		0		0		0		0		0		0		0
Secretary and Director		2015		0		0		0		0		0		0		0		0
Larry Aamold		2016		0		0		0		0		0		0		0		0
Director		2015		0		0		0		0		0		0		0		0
Charmaine Matteis		2016		0		0		0		0		0		0		0		0
Director		2015		0		0		0		0		0		0		0		0

Employment Agreements

OnThere are ~~January~~no 3,employment ~~2015~~contracts, ~~the~~or ~~Company~~other ~~executed~~contracts ~~a two-year~~with ~~employment~~our ~~agreement~~officers ~~with~~or ~~Ardell D~~directors. ~~Mees,~~There ~~the~~are ~~Company’s~~no ~~Chief~~compensation ~~Executive~~plans ~~Officer~~or ~~and~~arrangements, ~~Chief~~including payments ~~Financial~~to ~~Officer.~~be ~~As compensation~~made ~~for~~by ~~services~~us, ~~Mr.~~with ~~Mees~~respect is to ~~receive~~our anofficers, ~~annual~~directors ~~base~~or ~~salary~~consultants that would result from the resignation, retirement or any other termination of ~~$72~~such directors,~~000.~~ ~~The~~officers ~~amount~~or ~~payable~~consultants tofrom Mrus. ~~Mees~~There atare ~~June 30,~~no ~~2017~~arrangements ~~and~~for ~~December~~directors, 31officers, ~~2016~~employees or ~~was~~consultants ~~$76,982~~that ~~and~~would ~~$75,408,~~result ~~respectively~~from a change-in-control.

OnRetirement ~~January 3, 2017, the Company executed a two-year employment agreement with Ardell D. Mees, the Company’s Chief Executive Officer~~ and ~~Chief~~Similar ~~Financial Officer. As compensation for services, Mr. Mees is to receive an annual base salary of $72,000.~~Plans

Retirement

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

Stock Option Plans

There are no stock option plans. No grants of stock options or stock appreciation rights were made during the years ended December 31, 2025 and 2024.

~~Board~~Director ~~of Directors~~Compensation

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

~~DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITIES~~30

~~Insofar~~Outstanding asEquity indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and persons controlling us pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.Awards

34As of December 31, 2025, the following named executive officers had the following unexercised options, stock that has not vested, and equity incentive plan awards:

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

~~Condensed~~SECURITY ~~Consolidated~~OWNERSHIP ~~Balance~~OF ~~Sheets~~CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table lists, as of January 20, 2026, the number of shares of common stock of our Company that are beneficially owned by (~~Unaudited~~i) each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director of our Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using beneficial ownership concepts under the rules of the Securities and Exchange Commission.

	June 30, 2017			December 31, 2016
Assets
Current assets
Cash	$	27,715		$	15,960
Accounts receivable		14,215			196
Total current assets		41,930			16,156
Properties and equipment, net		13,714			17,676
Total assets	$	55,644		$	33,832
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable	$	84,138		$	70,514
Accrued expenses		83,865			80,696
Customer deposits		-			5,000
Due related party		124,104			75,408
Current portion of note payable		4,714			4,206
Total current liabilities		296,821			235,824
Note Payable, net of current portion		12,373			14,975
Total liabilities		309,194			250,799
Commitments and contingencies
Stockholders’ Equity
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 128,182,497 and 127,050,917, respectively		128,183			127,051
Additional paid in capital		15,182,193			14,900,429
Accumulated deficit		(15,563,926	)		(15,244,447	)
Total stockholders’ deficit		(253,550	)		(216,967	)
Total liabilities and stockholders’ deficit	$	55,644		$	33,832

Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.

(The ~~accompanying~~percentages ~~notes~~below are ancalculated ~~integral~~based ~~part~~on 158,520,409 shares of ~~these~~our ~~condensed~~common ~~consolidated~~stock ~~financial~~issued ~~statements)~~and outstanding as of January 20, 2026. Unless otherwise indicated, the address of each officer and director listed below is c/o ADM Endeavors, Inc., 5941 Posey Lane, Haltom City, TX 76117.

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

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

ADM ENDEAVORS, INC.

	(1)	Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Each of the beneficial owners listed above has direct ownership of and sole voting power to the shares of the Company’s common stock.

	(2)	As of January 20, 2026, a total of 158,520,409 shares of the Company’s common stock and 2,000,000 shares of the Company’s preferred stock are considered to be outstanding pursuant to SEC Rule 13d-3(d)(1). For each beneficial owner listed, any options exercisable within 60 days have been also included for purposes of calculating their percent of class.

	(3)	Consists of 47,160,000 shares of common stock held by Marc Johnson, our CEO and director, and 22,232,143 shares of common stock held in the name of M&M Real Estate, Inc. Marc Johnson has voting and dispositive power with respect to shares held in the name of M&M Real Estate, Inc., and is therefore deemed to beneficially own shares held in its name.

	(4)	Chief Financial Officer.

~~Condensed~~RELATED ~~Consolidated~~PARTY ~~Statements of Operations~~TRANSACTIONS

The Company’s CEO, Marc Johnson, is the owner of M & M Real Estate, Inc. (~~Unaudited~~“M & M”). M & M leases the Haltom City, Texas, facility to the Company. The monthly lease payment, under a month-to-month lease, is currently $6,500. The Company incurred lease expense, including equipment rental expense, of $111,000 and $93,595 to M & M for the years ended December 31, 2024 and 2023, respectively. The Company incurred lease expense, including equipment rental expense, of $74,282 and $65,250 to M & M for the nine months ended September 30, 2025, and 2024, respectively.

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2017			2016			2017			2016
Revenues	$	99,726		$	43,356		$	143,991		$	90,156
Cost of revenues		9,932			12,870			19,825			27,353
Gross margin		89,794			30,486			124,166			62,803
Operating expenses:
General and Administrative		54,827			44,526			91,079			67,300
Consulting expense		143,834			92,707			282,897			231,770
Officer Compensation		28,164			18,000			46,164			36,000
Travel		8,364			11,077			17,351			18,715
Total operating expenses		235,189			166,310			437,491			353,785
Operating Loss		(145,395	)		(135,824	)		(313,325	)		(290,982	)
Other expenses
Interest Expense		3,413			1,043			6,154			3,005
Total other expenses		3,413			1,043			6,154			3,005
Loss before taxes		(148,808	)		(136,867	)		(319,479	)		(293,987	)
Income Tax Provision		-			-			-			-
Net Loss	$	(148,808	)	$	(136,867	)	$	(319,479	)	$	(293,987	)
Loss per share, basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average shares outstanding		128,250,786			124,655,368			127,725,589			124,983,416

~~(The~~FINANCIAL ~~accompanying notes are an integral part of these condensed consolidated financial statements)~~STATEMENTS

36TABLE OF CONTENTS

ADM ENDEAVORS, INC.

		Page
Report of Independent Registered Public Accounting Firm (PCAOB ID: #7000)		F-2
Report of Independent Registered Public Accounting Firm (PCAOB ID: #2738)		F-3
Consolidated Balance Sheets at December 31, 2024 and 2023		F-4
Consolidated Statements of Operations for years ended December 31, 2024 and 2023		F-5
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2024 and 2023		F-6
Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023		F-7
Notes to the Consolidated Financial Statements		F-8

Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024 (unaudited)		F-18
Consolidated Statements of Operations for the three and nine months ended September 30, 2025 and 2024 (unaudited)		F-19
Consolidated Statements of Shareholders’ Equity for the nine months ended September 30, 2025 and 2024 (unaudited)		F-20
Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024 (unaudited)		F-21
Notes to the Consolidated Financial Statements (unaudited)		F-22

~~Condensed Consolidated Statements of Cash Flow~~F-1

~~(Unaudited)~~REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

	For the Six Months Ended June 30,
	2017			2016
CASH FLOW FROM OPERATING ACTIVITIES:
Net Loss for the period	$	(319,479	)	$	(293,987	)
Adjustments to reconcile net loss to net cash used in operating activities:
Common stock issued for services		282,896			231,770
Depreciation		3,962			3,962
Change in operating assets and liabilities:
(Increase) decrease in accounts receivable		(14,019	)		39,947
Increase in accounts payable		13,624			10,079
Decrease in customer deposits		(5,000	)		-
Increase in accrued expenses		3,169			(22,384	)
Cash Flows used in operating activities		(34,847	)		(30,613	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from note payable		-			-
Payments on note payable		(2,094	)		(2,010	)
Proceeds from Shareholder Loan		48,696			14,767
Net cash provided by financing activities		46,602			12,757
Net increase (decrease) in cash		11,755			(17,856	)
Cash at beginning of period		15,960			46,002
Cash at end of period	$	27,715		$	28,146
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest	$	6,154		$	1,159
Franchise and income taxes	$	-		$	-

To the Board of Directors and Shareholders of

~~(The~~ADM ~~accompanying~~Endeavors, ~~notes are an integral part of these condensed consolidated financial statements)~~Inc.

37Opinion on the Financial Statements

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

~~Notes~~Basis tofor ~~the Condensed Consolidated Financial Statements~~Opinion

~~June~~These ~~30,~~consolidated ~~2017~~financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

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

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

/s/ HTL International, LLC

We have served as the Company’s auditor since 2024.

Houston, TX

March 31, 2025

F-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

Opinion on the Consolidated Financial Statements

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

Basis for Opinion

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

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

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

Critical Audits Matters

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

Revenue transactions and Improper Revenue Recognition

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

/s/ M&K CPAS, PLLC

www.mkacpas.com

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

The Woodlands, Texas

April 16, 2024

F-3

ADM Endeavors, Inc. and Subsidiaries

Consolidated Balance Sheets

	As of December 31,		As of December 31,
	2024		2023

ASSETS
Current assets
Cash	$	412,449	$	301,411
Accounts receivable, net		366,689		415,506
Other receivable, related party		39,597		2,399
Inventory		347,251		171,233
Prepaid expenses and other current assets		104,850		27,482
Total current assets		1,270,836		918,031

Noncurrent assets
Property and equipment, net		5,460,179		3,229,200
Right of use asset - operating lease		-		16,982
Goodwill		688,778		688,778

Total assets	$	7,419,793	$	4,852,991

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities
Accounts payable	$	104,777	$	38,679
Accounts payable - related party		1,201		17,658
Accounts payable		1,201		17,658
Accrued expenses		351,850		373,047
Income tax payable		90,780		16,130
Current portion of notes payable - secured, net discount		16,667		91,667
Current portion of right of use liability - operating lease		-		17,814
Convertible note payable		106,092		106,092
Derivative liabilities		214,382		213,569

Total current liabilities		885,749		874,656

Noncurrent liabilities
Deferred tax liability		23,774		44,002
Notes payable - secured, net of discount		3,461,433		1,226,367

Total noncurrent liabilities		3,485,207		1,270,369

Total liabilities		4,370,956		2,145,025

Commitments and contingencies		-		-

Stockholders’ equity
Preferred stock, $0.001 par value, 80,000,000 shares authorized, 2,000,000 shares outstanding as of December 31, 2024 and 2023		2,000		2,000
Common stock, $0.001 par value, 800,000,000 shares authorized, 156,637,143 and 156,237,143 shares issued and outstanding at December 31, 2024 and 2003		156,637		156,237
Additional paid-in capital		1,447,222		1,431,062
Stock payable		15,988		15,988
Retained earnings		1,426,990		1,102,679
Total stockholders’ equity		3,048,837		2,707,966

Total liabilities and stockholders’ equity	$	7,419,793	$	4,852,991

See accompanying notes to consolidated financial statements.

F-4

ADM Endeavors, Inc. and Subsidiaries

Consolidated Statements of Operations

For the Years Ended December 31, 2024 and 2023

	2024			2023

Revenue
School uniform sales	$	1,555,366		$	1,402,784
Promotional sales		4,205,093			3,786,146
Total revenue		5,760,459			5,188,930

Operating expenses
Direct costs of revenue		3,744,571			3,682,308
General and administrative		1,587,028			1,377,703
Marketing and selling		37,208			37,035

Total operating expenses		5,368,807			5,097,046

Operating income		391,652			91,884

Other income (expense)
Gain (loss) on change in fair value of derivative liabilities		(813	)		94,404
Gain on sale of assets		-			4,849
Gain on sale of property
Other income		37,451			11,315
Interest expense		(38,521	)		(29,464	)

Total other income (expense)		(1,883	)		81,104

Income before tax provision		389,769			172,988

Provision for income taxes		65,458			35,520

Net income	$	324,311		$	137,468

Net income per share - basic	$	0.00		$	0.00
Net income per share - diluted	$	0.00		$	0.00

Weighted average number of shares outstanding
basic		156,612,006			155,574,554
diluted		156,612,006			155,574,554

See accompanying notes to consolidated financial statements.

F-5

ADM Endeavors, Inc. and Subsidiaries

Consolidated Statements of Shareholders’ Equity

For the Years Months Ended December 31, 2024 and 2023

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

Balance at December 31, 2022		2,000,000	$	2,000		153,652,143	$	153,652	$	1,317,747	$	-	$	965,211	$	2,438,610
Stock-based compensation		-		-		2,585,000		2,585		113,315		15,988		-		131,888
Net income		-		-		-		-		-		-		137,468		137,468
Balance at December 31, 2023		2,000,000		2,000		156,237,143		156,237		1,431,062		15,988		1,102,679		2,707,966
Balance		2,000,000		2,000		156,237,143		156,237		1,431,062		15,988		1,102,679		2,707,966
Stock-based compensation		-		-		400,000		400		16,160		-		-		16,560
Net income		-		-		-		-		-		-		324,311		324,311
Balance at December 31, 2024		2,000,000	$	2,000		156,637,143	$	156,637	$	1,447,222	$	15,988	$	1,426,990	$	3,048,837
Balance		2,000,000	$	2,000		156,637,143	$	156,637	$	1,447,222	$	15,988	$	1,426,990	$	3,048,837

See accompanying notes to consolidated financial statements.

F-6

ADM Endeavors, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

For the Years Ended December 31, 2024 and 2023

	2024			2023
Cash flows from operating activities:
Net income	$	324,311		$	137,468
Adjustments to reconcile net income to net cash provided by continuing operations:
Stock-based compensation		16,560			131,888
Depreciation and amortization		74,085			66,363
Bad debt expense		14,927			4,729
Amortization of debt discount		28,220			19,121
Amortization of right of use asset - operating lease		16,982			33,682
Change in derivative liability		813			(94,404	)
Gain on insurance claim
Gain on sale of property
Gain on fixed assets		-			(4,849	)
Changes in operating assets and liabilities:
Accounts receivable		33,890			(61,859	)
Other receivable, related party		(37,198	)		26,047
Inventory		(176,018	)		6,849
Prepaid expenses and other assets		(77,368	)		15,374
Accounts payable		66,098			(33,612	)
Accounts payable - related party		(16,457	)		17,658
Accrued expenses		(21,197	)		56,698
Income tax payable		74,650			10,271
Right of use operating lease liability		(17,814	)		(32,850	)
Deferred tax liability		(20,228	)		17,542
Net cash provided by operating activities		284,256			316,116

Cash flows used in investing activities
Purchase of property and equipment		(2,295,639	)		(317,369	)
Proceeds from insurance
Proceeds from sale of property
Net cash used in investing activities		(2,295,639	)		(317,369	)

Cash flows provided by financing activities:
Repayments on notes payable		(115,110	)		(78,850	)
Proceeds from note payable		2,237,531			147,279
Net cash provided by financing activities		2,122,421			68,429

Net change in cash		111,038			67,176

Cash at beginning of period		301,411			234,235

Cash at end of period	$	412,449		$	301,411
Supplemental disclosure of cash flow information:

Cash paid for interest	$	30,009		$	32,975

Cash paid for taxes	$	11,000		$	-

Non-cash investing and financing activities:
Capitalized loan costs	$	9,425		$	9,400
Acquisition of Innovative Impression, Inc.	$	-		$	143,637
Non-cash addition to note payable	$	-		$	1,490

See accompanying notes to consolidated financial statements.

F-7

ADM Endeavors, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2024

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

We began operations in 1988, under the ownership and control of Ardell Mees, who provided installation services to grocery decor design companies. As our reputation has grown, we have expanded our operations to serve a larger geographic region. On ~~January~~ January 4, 2001, we incorporated in North Dakota as ADM Enterprises, Inc. On May 9, 2006, the Company changed both its name to ADM Endeavors, Inc. (“ADM Endeavors,” or the “Company,” “we,” “us,” or “our”) and its domicile to the state of Nevada. On July 1, 2008, the Company acquired all of the assets of ADM Enterprises, LLC, (“ADM Enterprises”), a sole proprietorship owned by Ardell and Tammera Mees, in exchange for 10,000,000 newly issued shares of our common stock. As a result, ADM Enterprises, ~~LLC~~ became a wholly owned subsidiary of the Company. Even though the Company was incorporated on January 4, 2001, it had no operations until the share exchange agreement with ADM Enterprises, ~~LLC~~ on July 1, 2008. ~~All~~ADM ~~business~~provides ~~operations~~installation ~~are those~~services ~~solely~~to ofgrocery décor ~~the~~and ~~Company’s~~design ~~wholly~~companies ~~owned~~primarily ~~subsidiary~~in ~~ADM~~North ~~Enterprises, LLC~~Dakota.

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

~~The~~On ~~accompanying~~April ~~unaudited~~19, ~~interim~~2018, ~~financial statements of~~ the Company ~~have~~acquired ~~been~~Just ~~prepared~~Right inProducts, ~~accordance~~Inc. ~~with~~(“JRP”), ~~accounting~~a ~~principles generally~~Texas ~~accepted~~corporation. inJRP ~~the~~was ~~United~~incorporated ~~States~~on ofJanuary 17, ~~America~~2010. ~~and~~The ~~the~~acquisition ~~rules~~ of ~~the~~100% ~~Securities~~of ~~and~~JRP ~~Exchange~~from ~~Commission,~~its ~~and~~sole ~~should~~shareholder bewas ~~read in~~through ~~conjunction~~a ~~with~~stock ~~the~~exchange ~~audited~~whereas ~~financial statements and notes thereto contained in~~ the Company’s ~~most~~issued ~~recent~~2,000,000 shares ~~Annual~~of ~~Financial Statements~~restricted ~~filed~~Series ~~with~~A ~~the~~preferred ~~SEC~~stock on(the ~~Form~~“Acquisition ~~10-K~~Shares”). InEach ~~the~~share ~~opinion~~ of ~~management,~~the ~~all~~Series ~~adjustments,~~A ~~consisting~~preferred ofstock ~~normal~~is ~~recurring adjustments,~~convertible ~~necessary~~into ~~for~~ten ashares ~~fair presentation~~ of ~~financial~~common ~~position~~stock and ~~the~~each ~~results~~share ofhas ~~operations~~100 ~~for~~votes ~~the~~on ~~interim~~a ~~period~~fully ~~presented~~diluted ~~have been reflected herein~~basis. The ~~results~~Acquisition ofShares ~~operations~~represents ~~for~~61% ~~the~~of ~~interim~~voting shares, ~~period~~thus ~~are~~there ~~not~~is ~~necessarily~~a ~~indicative~~change of ~~the~~voting ~~results to be expected for the full year~~control. ~~Notes~~The totransaction ~~the~~was ~~financial~~accounted ~~statements which would substantially duplicate the disclosures contained in the audited financial statements~~ for ~~the most recent fiscal period,~~ as ~~reported~~a inreverse ~~the Form 10-K, have been omitted~~acquisition.

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

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

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The accompanying ~~condensed~~ consolidated financial statements include all of the accounts of the Company and its wholly- owned subsidiary ~~AMD~~ ~~Enterprises~~JRP, ~~LLC~~ at ~~June 30, 2017 and~~ December 31, ~~2016 for the periods ended June 30, 2017 and 2016~~2024. All significant intercompany balances and transactions have been eliminated.

~~Going~~Use ~~Concern~~of Estimates

The ~~Company~~preparation ~~has~~of ~~sustained~~the ~~losses~~consolidated ~~and~~financial ~~may~~statements ~~continue~~in toaccordance ~~experience~~with ~~losses~~U.S. inGAAP ~~the~~requires ~~near~~management ~~term.~~to Wemake ~~continue~~use toof becertain ~~dependent~~estimates and onassumptions ~~sales~~that affect the reported amounts of ~~our equity~~assets ~~securities~~and liabilities and ~~debt~~disclosure ~~financing~~of tocontingent ~~meet~~assets ~~our~~and ~~cash~~liabilities ~~requirements~~as ~~for~~of the date of the ~~future~~Consolidated ~~proposed~~Financial ~~expansion~~Statements and the reported amounts of ~~operations~~revenue and expenses during the reported periods. The Company ~~needs~~bases toits ~~maintain~~estimates aon ~~steady~~historical ~~operating~~experience ~~structure,~~and ~~ensuring~~on ~~that~~various ~~expenses~~other ~~are~~assumptions ~~contained such~~ that ~~profits~~management believes are ~~consistently~~reasonable ~~achieved. In~~under ~~order~~the tocircumstances, the ~~expand~~results ~~the~~of ~~Company’s~~which ~~business,~~form the ~~Company~~basis ~~would~~for ~~likely~~making ~~require~~judgments ~~additional~~about ~~financing.~~carrying ~~Management~~values of ~~the~~assets ~~Company must~~and ~~continually~~liabilities ~~develop~~that ~~and~~are ~~refine~~not ~~its~~readily ~~strategies~~apparent from ~~and~~other ~~goals~~sources. inActual ~~order~~results tocould ~~execute~~differ ~~the~~from ~~business~~those ~~plan~~estimates. ofSignificant ~~the~~estimates ~~Company~~are onrelated ato ~~broad~~allowance ~~scale~~for doubtful accounts, derivative liability and ~~expand~~deferred ~~the~~tax ~~business~~valuations.

~~Failure~~Change ~~to raise adequate capital and generate adequate revenues could result~~ in ~~the~~Accounting Company having to curtail or cease operations. The Company’s ability to raise additional capital through the future issuances of the common stock or debt is unknown. Additionally, even if the Company does raise sufficient capital to support its operating expenses and generate adequate revenues, there can be no assurances that the revenue will be sufficient to enable it to develop to a level where it will generate profits and cash flows from operations. These matters raise substantial doubt about the Company’s ability to continue as a going concern; however, the accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classifications of the liabilities that might be necessary should the Company be unable to continue as a going concern.Principle

38Effective October 1, 2024, the Company changed its inventory costing method from weighted average cost to the first-in-first-out (“FIFO”) method. We believe the change in inventory costing method from weighted average cost to the FIFO method is preferable as it simplifies the inventory valuation, improves the precision of inventory valuation at the balance sheet dates, and is more consistent with the inventory costing method used by industry peers. This change in accounting principle did not have a material effect on inventory, net or cost of goods sold for all periods presented; therefore, prior comparative financial statements have not been restated.

~~Use of estimates~~F-8

Cash equivalents

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. At June 30, 2017 and December 31, 2016, the Company had no cash equivalents.

Fair value of financial instruments

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 GAAP, and expands disclosures about fair value measurements.

The Fair Value Topic defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. It requires that valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs. It also establishes a fair value hierarchy, which prioritizes the valuation inputs into three broad levels.

The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

A) Market approach—Uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. Prices may be indicated by pricing guides, sale transactions, market trades, or other sources;

B) Cost approach—Based on the amount that currently would be required to replace the service capacity of an asset (replacement cost); and

C) Income approach—Uses valuation techniques to convert future amounts to a single present amount based on current market expectations about the future amounts (includes present value techniques, and option-pricing models). Net present value is an income approach where a stream of expected cash flows is discounted at an appropriate market interest rate.

Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. An active market for an asset or liability is a market in which transactions for the asset or liability occur with significant frequency and volume to provide pricing information on an ongoing basis.

Level 2: Observable inputs other than Level 1 inputs. Example of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3: Unobservable inputs based on the Company’s assessment of the assumptions that are market participants would use in pricing the asset or liability.

The carrying amount of the Company’s financial assets and liabilities, such as cash, accounts receivable, prepaid consulting expense, accounts payable, and note payable approximate their fair value because of the short maturity of those instruments. The Company’s note payable approximate the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements at June 30, 2017 and December 31, 2016.

The Company had no assets or liabilities measured at fair value on a recurring basis at June 30, 2017 and December 31, 2016.

Property and Equipment

Property and equipment 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 of three (3) years for equipment, (5) years for automobile, and (7) years for furniture and fixtures. Upon 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 statements of operations.

Impairment of long-lived assets

The Company determined that there were no impairments of long-lived assets at June 30, 2017 and December 31, 2016.

Revenue recognition

The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. In addition, the Company records allowances for accounts receivable that are estimated to not be collectible.

Stock-Based Compensation

InStock-based ~~December~~compensation ~~2004,~~expense ~~the~~is ~~FASB~~recorded ~~issued~~in ~~FASB~~accordance ~~Accounting~~with ~~Standards~~FASB ~~Codification~~ASC ~~No.~~Topic 718, Compensation – Stock Compensation~~. Under~~, ~~FASB~~for ~~Accounting~~stock ~~Standards~~and ~~Codification~~stock options ~~No.~~awarded ~~718,~~in ~~companies~~return ~~are~~for ~~required~~services torendered. ~~measure~~The ~~the~~expense ~~compensation~~is ~~costs~~measured ofat ~~share-based compensation arrangements based on~~ the grant-date fair value of the award and ~~recognize~~recognized ~~the~~as compensation ~~costs~~expense inon ~~the~~a ~~financial~~straight-line ~~statements~~basis over the service period ~~during~~, which ~~employees~~is ~~are~~the ~~required~~vesting ~~to provide services~~period. ~~Share-based~~The ~~compensation~~Company ~~arrangements~~estimates ~~include stock options, restricted~~forfeitures ~~share~~that ~~plans,~~it ~~performance-based~~expects ~~awards,~~will ~~share~~occur ~~appreciation rights~~ and ~~employee~~records ~~share~~expense ~~purchase~~based ~~plans.~~upon ~~As such, compensation cost is measured on~~ the ~~date~~number of ~~grant~~awards atexpected ~~their~~to ~~fair value~~vest. ~~Such~~During ~~compensation~~the ~~amounts,~~years ifended ~~any~~December 31, ~~are~~2024 ~~amortized~~and ~~over~~2023, the ~~respective~~Company ~~vesting periods~~issued of400,000 ~~the~~and ~~option~~2,585,000 ~~grant.~~shares ~~The~~related ~~Company~~to ~~applies~~stock compensation, ~~this~~respectively, ~~statement~~with ~~prospectively~~no vesting period.

~~Equity~~Cash instruments (“instruments”) issued to other than employees are recorded on the basis of the fair value of the instruments, as required by FASB Accounting Standards Codification No. 718. FASB Accounting Standards Codification No. 505, Equity Based Payments to Non-Employees defines the measurement date and recognition period for such instruments. In general, the measurement date is when either a (a) performance commitment, as defined, is reached or (b) the earlier of (i) the non-employee performance is complete or (ii) the instruments are vested. The measured value related to the instruments is recognized over a period based on the facts and circumstances of each particular grant as defined in the FASB Accounting Standards Codification.Equivalents

~~Net~~The ~~loss~~Company ~~per~~considers ~~share~~all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. At December 31, 2024 and 2023, the Company had no cash equivalents.

~~The~~Allowance Company computes basic and diluted loss per share amounts pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic loss per share is computed by dividing net loss 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 loss per share is computed by dividing net loss 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~~Credit ~~potentially diluted debt or equity.~~Losses

40The Company establishes an allowance for credit losses to ensure trade and notes receivable are not overstated due to non-collectability. The Company’s allowance is based on a variety of factors, including age of the receivable, significant one-time events, historical experience, and other risk considerations. The Company had no allowance at December 31, 2024 and 2023.

~~There were no potentially dilutive shares outstanding at June 30, 2017 and December 31, 2016.~~Inventory

~~Recently~~Inventory ~~issued~~is ~~accounting~~valued ~~pronouncements~~at the lower of cost or net realizable value. Cost is determined using a FIFO cost method. The Company decreases the value of inventory for estimated obsolescence equal to the difference between the cost of inventory and the estimated market value, based upon an aging analysis of the inventory on hand, specifically known inventory-related risks, and assumptions about future demand and market conditions. The Company has inventory of $347,251 and $171,233 as of December 31, 2024 and 2023, respectively.

~~Company~~Four ~~management~~vendors ~~does~~accounted ~~not~~for ~~believe~~approximately ~~that~~88.5% ~~any~~and ~~other~~three ~~recently~~vendors ~~issued,~~accounted ~~but~~for ~~not~~73.6% ~~yet~~of ~~effective~~inventory ~~accounting~~purchases ~~pronouncements~~during the years ended December 31, if2024 ~~adopted~~and 2023, ~~would have~~respectively. aThese ~~material~~same ~~effect~~vendors onmade ~~the~~up ~~accompanying~~41% ~~financial~~and ~~statements~~less than 1% of our accounts payable as of December 31, 2024 and 2023, respectively.

~~NOTE~~Derivative ~~3 – PROPERTY AND EQUIPMENT~~Instruments

~~Fixed~~Derivatives ~~assets,~~are ~~stated~~measured at ~~cost,~~their ~~less~~fair ~~accumulated~~value ~~depreciation~~on atthe ~~June~~balance ~~30,~~sheet. ~~2017~~In ~~and~~determining ~~December~~the 31appropriate fair value, ~~2016~~the ~~consisted~~Company ofuses the ~~following:~~Black-Scholes-Merton option pricing model. Changes in fair value are recorded in the consolidated statements of operations.

	June 30, 2017			December 31, 2016
Equipment	$	10,489		$	10,489
Trucks		35,000			35,000
Less: Accumulated Depreciation		(31,775	)		(27,813	)
Property and Equipment, net	$	13,714		$	17,676

Fair Value of Financial Instruments

~~Depreciation~~The ~~expense~~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.

~~Depreciation~~We ~~expense~~follow accounting guidance for ~~each~~financial ofand ~~the~~non-financial ~~three~~assets and ~~six~~liabilities. ~~months~~This ~~ended~~standard ~~June~~defines 30fair value, ~~2017~~provides guidance for measuring fair value and ~~2016~~requires ~~was~~certain $1disclosures. This standard does not require any new fair value measurements,~~981~~ ~~and~~but $3rather 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,~~962~~ ~~respectively~~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:

~~NOTE~~Level 41: –Observable ~~NOTE~~inputs ~~PAYABLE~~such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

On March 3, 2014, the Company purchased a vehicle to use for projects that require management to work extended stays on location. The Company paid $5,000 as a down payment and financed $30,015 with 4.122% APR due on March 10, 2021. The loan calls for monthly payments of $412.F-9

AsLevel of2: ~~June~~Inputs ~~30,~~other ~~2017,~~than ~~and~~quoted ~~December~~prices ~~31,~~that ~~2016~~are observable, ~~the~~either ~~Company~~directly ~~has~~or aindirectly. ~~note~~These ~~payable~~include ~~balance~~quoted ofprices ~~$17,087~~for similar assets or liabilities in active markets and ~~$19,181,~~quoted ~~respectively~~prices for identical or similar assets or liabilities in markets that are not active.

~~NOTE~~Level 53: –Unobservable ~~RELATED~~inputs ~~PARTY~~in ~~TRANSACTIONS~~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 ~~has~~adopted ~~been~~the ~~provided~~provisions ~~office~~of ~~space~~FASB byASC ~~its~~820 ~~chief~~(the ~~executive~~“Fair ~~officer,~~Value ~~Ardell~~Topic”) ~~Mees,~~which atdefines nofair ~~cost.~~value, ~~Management~~establishes ~~has~~a ~~determined that~~framework ~~such~~for ~~cost~~measuring isfair ~~nominal~~value ~~and~~under ~~did not recognize the rent expense in its financial statements~~U.S. ~~During the six months ended June 30~~GAAP, ~~2017~~ and ~~the~~expands ~~year~~disclosures ~~ended~~about ~~December~~fair ~~31,~~value ~~2016, the Chief Executive Officer advanced the Company $48,696 and $44,205~~measurements.

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

OnFixed January 3, 2015 and 2017, the Company executed a two-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. The amount payable to Mr. Mees at June 30, 2017 and December 31, 2016 was $76,982 and $75,408, respectively.Assets

~~NOTE~~Fixed 6assets –are ~~STOCKHOLDERS’~~recorded ~~EQUITY~~at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation is computed by the straight-line method over the assets estimated useful life, except for land which is not depreciated. Upon the sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in consolidated statements of operations.

~~Our Articles~~ SCHEDULE ofOF ~~Incorporation~~ESTIMATED ~~authorize~~USEFUL the issuance of 800,000,000 shares of common stock and 80,000,000 shares of preferred stock, both $0.001 par value per share. There were 128,182,497 and 127,050,917 outstanding shares of common stock and no outstanding shares of Preferred stock at June 30, 2017 and December 31, 2016, respectively.LIVE

On May 30, 2017, the Company granted 2,250,000 common shares valued at $562,000 for consulting services to a related party. The $562,500 is being amortized over the one-year term on the contract. During the quarter ended June 30, 2017, the Company issued approximately 187,500 shares to common stock valued at approximately $47,000.

Classification		Estimated Useful Lives
Buildings		39 years
Equipment		5 to 7 years
Leasehold improvements		Shorter of useful life or lease term
Furniture and fixtures		4 to 7 years
Websites		3 years

41Goodwill

~~Common~~Goodwill ~~shares~~represents ~~issued~~the excess of purchase price and related costs over the value assigned to bethe ~~issued~~net tangible assets of businesses acquired. Goodwill is not amortized, but instead assessed for impairment. We perform our annual impairment review of goodwill in our fiscal fourth quarter or when a triggering event occurs between annual impairment tests. No impairment charges were recorded in fiscal 2024 or 2023 as a result of our qualitative assessments over our single reporting segment.

OnThe ~~May~~Company ~~30,~~performs ~~20116,~~a qualitative assessment for each of its reporting units to determine if the two-step process for impairment testing is required. If the Company ~~granted~~determines 2that it is more likely than not that the fair value of a reporting unit is less than its carrying amount,~~250,000~~ ~~shares~~the Company would then evaluate the recoverability of ~~common~~goodwill ~~stock~~using ~~valued~~a two-step impairment test approach at ~~$562,500~~the orreporting $0unit level.25 ~~per~~In ~~share~~the first step, the fair value for ~~consulting~~the ~~services~~ reporting unit is compared to aits ~~related~~book ~~party~~value including goodwill. ~~The~~In ~~$562~~the case that the fair value of the reporting unit is less than book value,~~500~~ a second step is ~~being~~performed ~~amortized~~which ~~over~~compares the ~~one-year~~implied ~~term~~fair onvalue of the ~~contract~~reporting unit’s goodwill to the book value of the goodwill. ~~During~~The fair value for the ~~period~~goodwill ~~ended~~is ~~June~~determined ~~30,~~based ~~2017,~~on the difference between the ~~Company~~fair ~~recognized~~values ~~consulting~~of ~~expense~~the reporting unit and the net fair values of ~~$281~~the identifiable assets and liabilities of such reporting unit. If the implied fair value of the goodwill is less than the book value,~~765~~ ~~related~~the todifference ~~this~~is ~~grant~~recognized as impairment.

~~On July~~Operating ~~26, 2016, the Company granted 350,000 shares valued at $87,500 or $0.25 per share for consulting services.~~leases

~~NOTE~~The Company recognizes its leases in accordance with ASC 842 - 7Leases. –Under ASC ~~CONCENTRATION~~842, OFoperating ~~CUSTOMER~~lease right-of-use (“ROU”) assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. The initial lease liability is equal to the future fixed minimum lease payments discounted using the Company’s incremental borrowing rate, on a secured basis. The lease term includes option renewal periods and early termination payments when it is reasonably certain that the Company will exercise those rights. The initial measurement of the ROU asset is equal to the initial lease liability plus any initial direct costs and prepayments, less any lease incentives. The Company elected the short-term lease exemption for contracts with lease terms of 12 months or less. The Company accounts for the lease and non-lease components of its leases as a single lease component. Lease expense is recognized on a straight-line basis over the lease term.

~~For~~ In determining the ~~three~~classification ~~months~~of ~~ended~~a ~~June~~lease 30as operating or finance, ~~2017~~ASC 842 allows for the ~~Company~~use ~~had~~of ~~three~~judgment ~~customers~~in ~~which~~determining ~~amounted~~whether tothe ~~91%~~lease ~~(65%,~~term ~~15%~~is for a major part of the remaining economic life of the underlying asset and ~~11%)~~whether the present value of ~~their~~lease ~~sales~~payments represents substantially all of the fair value of the underlying asset. The Company applies the bright line thresholds referenced in ASC 842-10-55-2 to assist in evaluating leases for appropriate classification.

~~For~~Impairment ~~the six months ended June 30, 2017 the Company had three customers which amounted to 90% (47%, 29% and 15%)~~ of ~~their~~Long-lived ~~sales.~~Assets

~~For~~The ~~the~~Company ~~three~~follows ~~and~~paragraph ~~six~~360-10-05-4 ~~months~~of ~~ended~~the ~~June~~FASB ~~30,~~ASC ~~2016~~for ~~the~~its long-lived assets. The Company’s ~~had~~long-lived ~~one~~assets, ~~customer~~such ~~which~~as ~~amounted~~intellectual property, are required to ~~100%~~be reviewed for impairment annually, or whenever events or changes in circumstances indicate that the carrying amount of ~~their~~the ~~sales~~asset may not be recoverable.

~~NOTE~~The 8Company –assesses ~~SUBSEQUENT~~the ~~EVENTS~~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.

OnThe ~~May 30, 2017, the~~ Company ~~granted~~determined ~~2,250,000~~that ~~common~~there ~~shares~~were ~~valued~~no atimpairments ~~$562,500~~of ~~for consulting services to a related party. The $562,500 is being amortized over the one~~long-~~year~~lived ~~term~~assets onat ~~the~~December ~~contract. During the quarter ended June 30~~31, ~~2017~~2024 ~~the~~and ~~Company issued approximately 187,500 shares of common stock valued at approximately $47,000~~2023.

42F-10

~~REPORT~~Revenue ~~OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~Recognition

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

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

We ~~have~~recognize ~~audited~~revenue ~~the~~for ~~accompanying~~merchandise ~~balance~~sales, ~~sheet~~net of ~~ADM~~expected ~~Endeavors,~~returns ~~Inc.~~and sales tax, asat the time of ~~December~~in-store 31purchase or delivery to a third-party carrier to our customers, ~~2016~~which is our only performance obligation. When merchandise is shipped to our customers, we estimate receipt based on historical experience. Revenue is deferred and ~~2015~~a liability is established for sales returns based on historical return rates and sales for the ~~related~~return ~~statements~~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 ~~operations~~expected returns, ~~stockholders’~~refund ~~equity~~liabilities and ~~cash~~return ~~flows~~assets. ~~for~~For merchandise sold in our stores and online, tender is accepted at the ~~two~~point ~~years~~of ~~ended~~sale. ~~These~~When ~~financial~~we ~~statements~~receive ~~are~~payment before the ~~responsibility~~customer has taken possession of the ~~Company’s~~merchandise, ~~management~~the amount received is recorded as deferred revenue until the transaction is complete. Our ~~responsibility~~performance obligations isfor unfulfilled merchandise orders are typically satisfied within one week. Shipping and handling fees charged to ~~express~~customers relate anto ~~opinion~~fulfillment onactivities ~~these~~and ~~financial~~are ~~statements~~included ~~based~~in onnet ~~our~~sales ~~audits~~with the corresponding costs recorded in cost of sales.

WeCost ~~conducted our audit in accordance with the standards~~ of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provide a reasonable basis for our opinion.Sales

InCost ~~our~~of ~~opinion,~~sales includes the ~~financial~~actual ~~statements~~cost ~~referred~~of tomerchandise ~~above~~sold ~~present~~and ~~fairly,~~services inperformed; ~~all~~the ~~material~~cost ~~respects,~~of ~~the~~transportation ~~financial~~of ~~position~~merchandise offrom ~~ADM~~vendors ~~Endeavors,~~to ~~Inc.,~~our asdistribution ofnetwork, ~~December 31~~stores, ~~2016~~or ~~and~~customers; ~~2015~~shipping and ~~results~~handling ofcosts ~~its~~from ~~operations~~our ~~and~~stores ~~its~~or ~~cash~~distribution ~~flows~~network ~~for~~to ~~each~~customers; and of the ~~two~~operating ~~years~~cost ~~ended, in~~and ~~conformity~~depreciation ~~with~~of ~~accounting~~our ~~principles~~sourcing ~~generally~~and ~~accepted~~distribution innetwork ~~the~~and ~~United~~online ~~States~~fulfillment ~~of America~~centers.

~~The~~Net ~~accompanying~~Income ~~consolidated~~per financials have been prepared assuming the Company will continue as a going concern. As of December 31, 2016, the Company had accumulated losses of approximately $15,250,000, has generated limited revenue, and may experiences losses in the near term. These factors and the need for additional financing in order for the Company to meet its business plan, raise substantial doubt about its ability to continue as a going concern. Management’s plan to continue as a going concern is also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.Share

~~/s/~~The Company ~~Soles,~~computes ~~Heyn~~basic &and ~~Company~~diluted ~~LLP~~income ~~Soles,~~per ~~Heyn~~share &amounts ~~Company,~~pursuant ~~LLP~~to ~~West~~section ~~Palm~~260-10-45 ~~Beach~~of the FASB Accounting Standards Codification. Basic income per share is computed by dividing net income available to common shareholders, ~~Florida~~by ~~June~~the 2weighted average number of shares of common stock outstanding during the period, ~~2017~~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.

43The dilutive effect of outstanding convertible securities and preferred stock is reflected in diluted earnings per share by application of the if-converted method.

~~ADM~~During ~~ENDEAVORS~~the years ended December 31, ~~INC~~2024 and 2023, 7,852,850 and 9,355,556 shares issuable upon the conversion of convertible note, respectively, 20,000,000 shares issuable upon the conversion of preferred shares, were considered for their dilutive effects but were determined to be anti-dilutive.

Income Taxes

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

F-11

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

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

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

Segment Information

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

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

Recent Accounting Pronouncements

In November 2023, the FASB issued ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosure.” The ASU updates reportable segment disclosure requirements, primarily through requiring enhanced disclosures about significant segment expenses and information used to assess segment performance. The amendments do not change how segments are determined, aggregated, or how thresholds are applied to determine reportable segments. We adopted ASU No. 2023-07 during the year ended December 31, 2024, noting no impact.

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

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

There are no recently issued accounting standards which may have effect on the Company’s consolidated financial statements.

NOTE 3 – COMMITMENTS AND CONTINGENCIES

Legal Matters

From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. As of the date of filing, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of operations and there are no proceedings in which any directors, officers or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to the Company’s interest.

Franchise Agreement

The Company has a franchise agreement effective February 19, 2014 expiring in February 2024, with a right to renew for an additional five years to operate stores and websites in the Company’s exclusive territory. The Company is obligated to pay 5% of gross revenue for use of systems and manuals. Subsequent to year end but as of the date of this 10K, the franchise agreement has been renewed for an additional 5 years.

During the years ended December 31, 2024 and 2023, the Company paid $78,785 and $81,761 for the franchise agreement.

F-12

Uniform Supply Agreement

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

During the years ended December 31, 2024 and 2023, the Company paid $21,248 and $23,303 for the uniform supply agreement, respectively.

NOTE 4 – PROPERTY AND EQUIPMENT

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

	December 31, 2024			December 31, 2023
Land	$	970,455		$	970,455
Equipment		803,508			668,847
Autos and trucks		34,680			34,680
Construction in process		3,892,464			1,722,061
Land and building – rental property		256,387			256,387
Property and equipment, gross		256,387			256,387
Less: accumulated depreciation		(497,315	)		(423,230	)
Property and equipment, net	$	5,460,179		$	3,229,200

Depreciation expense for continuing operations for the years ended December 31, 2024 and 2023 was $74,085 and $66,363, respectively.

NOTE 5 – CONVERTIBLE NOTE PAYABLE AND NOTES PAYABLE

Convertible Note Payable

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

The note is convertible into common stock at a price of 35% of the lowest three trading prices during the ten days prior to conversion or 35% of an estimated fair value if not traded. As of December 31, 2024, the convertible debt was convertible into 7,852,850 common shares.

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

Derivative liabilities

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

F-13

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

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

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

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

The table below presents the change in the fair value of the derivative liability during the year ended December 31, 2024 and 2023:

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

Notes Payable

On October 25, 2022, the Company entered into a secured promissory note in the amount up of $4,618,960. The note is secured by the deed of trust on the property and bears interest at 5.5% and is due on October 25, 2032. On October 25, 2027, the rate shall be adjusted to the daily rate reported in the Credit Markets section (or similar section) of The Wall Street Journal as the U.S. “Prime Rate” (“Index”), as announced from time to time, without notice to Maker, plus one percent (1.00%) (the sum being the “Adjusted Rate”); provided that in no event shall the Rate or Adjusted Rate exceed the lesser of eighteen percent (18%) per annum or the maximum rate permitted under applicable law. Monthly payments of accrued and unpaid interest shall commence on November 25, 2022, and continue on the same date of each succeeding calendar month through and including April 25, 2024. Thereafter, monthly principal and interest (“Payments”) in the amount of $26,459 will be paid, which is the amount necessary to amortize the stated principal balance. The Company recorded $94,072 of loan cost as a debt discount and will be amortized over the life of the note. During the year ended December 31, 2024, the Company received $2,237,531 in cash proceeds and repaid $6,777 in principal related to this note. During the year ended December 31, 2024, the Company capitalized $9,425 of loan costs and $115,691 of interest related to this note. As of December 31, 2024, the loan balance was $3,470,454, net of $73,522 of debt discount. During the year ended December 31, 2023, the Company capitalized $9,400 of loan costs and $71,933 of interest related to this note. As of December 31, 2023, the loan balance was $1,230,275, net of $82,947 of debt discount.

On April 27, 2023, the Acquisition (as defined in Note 11 below) closed, and the Company issued the Note (as defined in Note 11 below) to the Seller’s principal, Robert Breese. The Company entered into a Pledge and Security Agreement with Mr. Breese (the “Security Agreement”), and the parties agreed that the Acquisition would be considered effective as of May 1, 2023. The Note does not bear interest except upon default, and it is payable in 24 equal consecutive monthly installments of $8,333 beginning May 1, 2023, with the final payment due on April 1, 2025. Pursuant to the Security Agreement, the Company’s payment obligations under the Note are secured by a security interest in the Assets granted to Mr. Breese. The Company recorded $56,363 of loan cost as a debt discount and will be amortized over the life of the note. During the year ended December 31, 2024, the Company repaid $108,333 in principal and amortized $28,220 of debt discount related to this note. As of December 31, 2024, the loan balance was $7,646, net of $9,021 of debt discount. During the year ended December 31, 2023, the Company amortized $19,122 of debt discount related to this note. As of December 31, 2023, the loan balance was $87,759, net of $37,241 of debt discount.

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

F-14

NOTE 6 – ACCRUED EXPENSES

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

SCHEDULE OF ACCRUED EXPENSES

	December 31, 2024		December 31, 2023
Credit cards payable	$	96,420	$	183,061
Accrued interest		106,463		95,597
Other accrued expenses		148,967		94,389
Total accrued expenses	$	351,850	$	373,047

NOTE 7 – RELATED PARTY TRANSACTIONS

The majority shareholder, director and officer, is the owner of M & M Real Estate, Inc. (“M & M”). M & M leases the Haltom City, Texas facility to the Company. The monthly lease payment, under a month-to-month lease, is currently $6,500. The Company incurred lease expense, including equipment rental expense of $111,000 and $90,500 to M & M for the years ended December 31, 2024 and 2023, respectively.

NOTE 8 – STOCKHOLDERS’ EQUITY

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

On November 8, 2023, the Company entered into a capital market advisory agreement. During the year ended December 31, 2024, the Company issued 400,000 shares of common stock for services provided. The Company recognized $16,560 of expense related to this agreement.

On April 1, 2023, the Company entered into an investor relations agreement and issued 300,000 shares of common stock for services from April 1, 2023, through September 30, 2023. The Company recognized $15,900 of expense related to this agreement. On October 1, 2023, the investor relations firm returned the 300,000 shares of common stock issued to them by the Company.

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

NOTE 9 – CUSTOMER CONCENTRATION

Concentration of revenue

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

Concentration of accounts receivable

No customers accounted for 10% of accounts receivable as of December 31, 2024, and one customer accounted for 10% of accounts receivable as of December 31, 2023.

F-15

NOTE 10 – LEASE LIABILITY

Operating Leases

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

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

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

NOTE 11 – ASSET ACQUISITION

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

SCHEDULE OF ASSETS ACQUISITION

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

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

NOTE 12 – INCOME TAXES

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

	December 31, 2024			December 31, 2023
Current	$	85,686		$	17,978
Deferred		(20,228	)		17,542
Total	$	65,458		$	35,520

F-16

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

SCHEDULE OF INCOME TAX PROVISIONS

	December 31, 2024			December 31, 2023
Tax expense at the statutory rate	$	82,000		$	36,000
Permanent differences		7,000			9,000
Other		(24,000	)		(9,000	)
Change in valuation allowance		-			-
Total	$	65,000		$	36,000

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

	December 31, 2024		December 31, 2023
Deferred tax liabilities:
Depreciation of property and equipment	$	23,774	$	17,542
Total deferred tax liabilities	$	23,774	$	17,542

NOTE 13 – SUBSEQUENT EVENTS

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

On January 1, 2025, the Company had a building under construction vandalized and set on fire which resulted in smoke damage to the building’s interior. Following this incident, the Company filed an insurance claim and received cash proceeds of $374,930 on March 20, 2025.

F-17

ADM Endeavors, Inc. and Subsidiaries

Consolidated Balance Sheets

	December 31, 2016			December 31, 2015
Assets
Current assets
Cash		15,960		$	46,002
Accounts receivable		196			40,009
Total current assets		16,156			86,011
Properties and equipment, net		17,676			20,844
Total assets	$	33,832		$	106,855
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable	$	70,514		$	26,526
Accrued expenses		80,696			116,579
Customer deposits		5,000			0
Due related party		75,408			31,203
Current portion of note payable		4,206			4,066
Total current liabilities		235,824			178,374
Note Payable, net of current portion		14,975			19,253
Total liabilities		250,799			197,627
Commitments and contingencies
Stockholders’ Equity (deficit)
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 127,050,917 and 124,467,916, respectively		127,051			124,468
Additional paid in capital		14,900,429			14,257,261
Accumulated deficit		(15,244,447	)		(14,472,501	)
Total stockholders’ equity (deficit)		(216,967	)		(90,772	)
Total liabilities and stockholders’ equity (deficit)	$	33,832		$	106,855

(Unaudited)

(The accompanying notes are an integral part of these consolidated financial statements)

	As of		As of
	September 30, 2025		December 31, 2024

ASSETS
Current assets
Cash	$	383,091	$	412,449
Accounts receivable, net		402,622		366,689
Other receivable, related party		18,725		39,597
Inventory		243,754		347,251
Prepaid expenses and other current assets		154,977		104,850
Total current assets		1,203,169		1,270,836

Noncurrent assets
Property and equipment, net		8,276,617		5,460,179
Goodwill		688,778		688,778
Total assets	$	10,168,564	$	7,419,793

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities
Accounts payable	$	128,305	$	104,777
Accounts payable - related party		-		1,201
Accounts payable		-		1,201
Accrued expenses		320,568		351,850
Income tax payable		90,780		90,780
Current portion of notes payable - secured, net discount		-		16,667
Convertible note payable		106,092		106,092
Derivative liabilities		279,890		214,382
Total current liabilities		925,635		885,749

Noncurrent liabilities
Deferred tax liability		23,774		23,774
Notes payable - secured, net of discount		5,909,205		3,461,433
Total noncurrent liabilities		5,932,979		3,485,207
Total liabilities		6,858,614		4,370,956

Commitments and contingencies		-		-

Stockholders’ equity
Preferred stock, $0.001 par value, 80,000,000 shares authorized, 2,000,000 shares outstanding as of September 30, 2025 and December 31, 2024		2,000		2,000
Common stock, $0.001 par value, 800,000,000 shares authorized, 157,363,671 and 156,637,143 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively		157,364		156,637
Additional paid-in capital		1,473,275		1,447,222
Stock payable		-		15,988
Retained earnings		1,677,311		1,426,990
Total stockholders’ equity		3,309,950		3,048,837
Total liabilities and stockholders’ equity	$	10,168,564	$	7,419,793

44See accompanying notes to unaudited consolidated financial statements.

~~ADM ENDEAVORS, INC.~~F-18

ADM Endeavors, Inc. and Subsidiaries

Consolidated Statements of Operations

	For the Years Ended December 31,
	2016			2015
Revenues	$	189,406		$	437,896
Cost of revenues		53,290			145,236
Gross margin		136,116			292,660
Operating expenses:
General and Administrative		133,674			110,878
Consulting expense		654,751			787,500
Officer Compensation		89,070			88,035
Travel		32,416			31,469
Total operating expenses		900,911			1,017,882
Operating Loss		(764,795	)		(725,222	)
Other expenses
Interest Expense		7,151			3,413
Total expenses		7,151			3,413
Loss before taxes		(771,946	)		(728,635	)
Income Tax Provision		-			-
Net Loss	$	(771,946	)	$	(728,635	)
Loss per share, basic and diluted	$	(0.01	)	$	(0.01	)
Weighted average shares outstanding		125,601,687			122,597,924

For the Three and Nine Months Ended September 30, 2025 and 2024

(~~The accompanying notes are an integral part of these consolidated financial statements~~Unaudited)

	2025			2024			2025			2024
	For the three months ended September 30,						For the nine months ended September 30,
	2025			2024			2025			2024

Revenue
School uniform sales	$	1,111,701		$	1,198,176		$	1,384,353		$	1,427,121
Promotional sales		1,093,524			968,059			2,921,235			3,017,852
Total revenue		2,205,225			2,166,235			4,305,588			4,444,973

Operating expenses
Direct costs of revenue		1,616,201			1,600,925			3,139,999			3,122,367
General and administrative		371,344			393,890			1,142,253			1,191,459
Marketing and selling		12,114			9,977			29,253			27,303

Total operating expenses		1,999,659			2,004,792			4,311,505			4,341,129
Operating income (loss)		205,566			161,443			(5,917	)		103,844

Other income (expense)
Loss on change in fair value of derivative liabilities		(51,825	)		(9,300	)		(65,508	)		(25,148	)
Gain on sale of property		63,195			-			63,195			-
Other income		1,398			18,288			279,663			33,941
Interest expense		(2,358	)		(9,419	)		(21,112	)		(29,060	)
Total other income (expense)		10,410			(431	)		256,238			(20,267	)

Income before tax provision		215,976			161,012			250,321			83,577

Provision for income taxes		-			35,203			-			35,203
Net income	$	215,976		$	125,809		$	250,321		$	48,374

Net income per share - basic	$	0.00		$	0.00		$	0.00		$	0.00
Net income per share - diluted	$	0.00		$	0.00		$	0.00		$	0.00

Weighted average number of shares outstanding
basic		157,363,671			156,637,143			156,969,802			156,603,566
diluted		157,363,671			156,637,143			156,969,802			156,603,566

~~ADM~~See ~~ENDEAVORS,~~accompanying ~~INC~~notes to unaudited consolidated financial statements.

~~Consolidated Statements of Cash Flow~~F-19

	For the Years Ended December 31,
	2016			2015
CASH FLOW FROM OPERATING ACTIVITES:
Net Loss for the year	$	(771,946	)	$	(728,635	)
Adjustments to reconcile net loss to net cash used in operating activities:
Common stock issued for services		645,751			787,500
Depreciation		7,925			7,925
Change in operating assets and liabilities:
Decrease (increase) in accounts receivable		39,813			(40,009	)
Increase (decrease) in accounts payable		43,988			(9,487	)
Increase (decrease) in customer deposits		5,000			(9,619	)
Decrease in accrued expenses		(35,883	)		—
Cash Flows (used in) provided by operating activities		(65,352	)		7,675
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of Equipment		(4,757	)		—
Net cash used in financing activities		(4,757	)		—
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on note payable		(4,138	)		(3,885	)
Proceeds from Shareholder Loan		44,205			31,203
Net cash provided by financing activities		40,067			27,318
Net (decrease) increase in cash		(30,042	)		34,993
Cash at beginning of year		46,002			11,009
Cash at end of year	$	15,960		$	46,002
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest	$	7,151		$	3,413
Franchise and income taxes	$	—		$	—

ADM Endeavors, Inc. and Subsidiaries

~~(The~~Consolidated ~~accompanying~~Statements ~~notes are an integral part~~ of ~~these~~Shareholders’ ~~consolidated financial statements)~~Equity

46For the Nine Months Ended September 30, 2025 and 2024

~~ADM ENDEAVORS, INC.~~(Unaudited)

STATEMENTS OF CONSOLIDATED STOCKHOLDERS’ DEFICIT

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

Balance at December 31, 2024		2,000,000	$	2,000		156,637,143	$	156,637	$	1,447,222	$	15,988		$	1,426,990		$	3,048,837
Net income		-		-		-		-		-		-			103,455			103,455
Balance at March 31, 2025		2,000,000		2,000		156,637,143		156,637		1,447,222		15,988			1,530,445			3,152,292
Stock-based compensation		-		-		726,528		727		26,053		(15,988	)		-			10,792
Net loss		-		-		-		-		-		-			(69,110	)		(69,110	)
Balance at June 30, 2025		2,000,000		2,000		157,363,671		157,364		1,473,275		-			1,461,335			3,093,974
Net income		-		-		-		-		-		-			215,976			215,976
Balance at September 30, 2025		2,000,000	$	2,000		157,363,671	$	157,364	$	1,473,275	$	-		$	1,677,311		$	3,309,950

Balance at December 31, 2023		2,000,000	$	2,000		156,237,143	$	156,237	$	1,431,062	$	15,988		$	1,102,679		$	2,707,966
Stock-based compensation		-		-		400,000		400		16,160		-			-			16,560
Net loss		-		-		-		-		-		-			(64,136	)		(64,136	)
Balance at March 31, 2024		2,000,000		2,000		156,637,143		156,637		1,447,222		15,988			1,038,543			2,660,390
Net loss		-		-		-		-		-		-			(13,299	)		(13,299	)
Balance at June 30, 2024		2,000,000		2,000		156,637,143		156,637		1,447,222		15,988			1,025,244			2,647,091
Balance		2,000,000		2,000		156,637,143		156,637		1,447,222		15,988			1,025,244			2,647,091
Net income		-		-		-		-		-		-			125,809			125,809
Net income (loss)		-		-		-		-		-		-			125,809			125,809
Balance at September 30, 2024		2,000,000	$	2,000		156,637,143	$	156,637	$	1,447,222	$	15,988		$	1,151,053		$	2,772,900
Balance		2,000,000	$	2,000		156,637,143	$	156,637	$	1,447,222	$	15,988		$	1,151,053		$	2,772,900

					Additional
	Common		Common		Paid in		Accumulated
	Shares		Stock		Capital		Deficit			Total
Balance December 31, 2014		121,317,920	$	121,318	$	13,472,912	$	(13,743,866	)	$	(149,636	)
Stock issued for services		1,852,080		1,852		461,168		-			463,020
Stock to be issued for services		1,297,916		1,298		323,181		-			324,479
Net loss for the year								(728,635	)		(728,635	)
Balance December 31, 2015		124,467,916		124,468		14,257,261		(14,472,501	)		(90,772	)
Stock issued for services		350,000		350		87,150		-			87,500
Stock to be issued for services		2,233,001		2,233		556,018		-			558,251
Net loss for the year ended		-		-		-		(771,946	)		(771,946	)
Balance December 31, 2016		127,050,917	$	127,051	$	14,900,429	$	(15,244,447	)	$	(216,967	)

See accompanying notes to unaudited consolidated financial statements.

~~(The accompanying notes are an integral part of these consolidated financial statements)~~F-20

47ADM Endeavors, Inc. and Subsidiaries

~~ADM~~Consolidated ~~ENDEAVORS,~~Statements ~~INC.~~of Cash Flows

For the Nine Months Ended September 30, 2025 and 2024

(Unaudited)

	2025			2024
Cash flows from operating activities:
Net income	$	250,321		$	48,374
Adjustments to reconcile net income to net cash provided by continuing operations:
Stock-based compensation		10,792			16,560
Depreciation and amortization		78,859			53,993
Bad debt expense		2,182			4,049
Amortization of debt discount		9,021			21,126
Amortization of right of use asset - operating lease		-			16,982
Change in derivative liability		65,508			25,148
Gain on insurance claim		(264,514	)		-
Gain on sale of property		(63,195	)		-
Changes in operating assets and liabilities:
Accounts receivable		(38,115	)		28,036
Other receivable, related party		20,872			(5,427	)
Inventory		103,497			160,005
Prepaid expenses and other assets		(50,127	)		13,051
Accounts payable		(86,888	)		28,348
Accounts payable - related party		(1,201	)		(17,658	)
Accrued expenses		(31,282	)		160,185
Income tax payable		-			19,712
Right of use operating lease liability		-			(17,814	)
Deferred tax liability		-			4,455
Net cash provided by operating activities		5,730			559,125

Cash flows from investing activities:
Purchase of property and equipment		(3,164,338	)		(1,729,585	)
Proceeds from insurance		374,930			-
Proceeds from sale of property		344,462			-
Net cash used in investing activities		(2,444,946	)		(1,729,585	)

Cash flows from financing activities:
Repayments on notes payable		(45,892	)		(90,110	)
Proceeds from note payable		2,455,750			1,708,311
Net cash provided by financing activities		2,409,858			1,618,201

Net change in cash		(29,358	)		447,741

Cash at beginning of period		412,449			301,411

Cash at end of period	$	383,091		$	749,152
Supplemental disclosure of cash flow information:

Cash paid for interest	$	237,820		$	30,009

Cash paid for taxes	$	-		$	-

Non-cash investing and financing activities:
Capitalized loan costs	$	12,226		$	7,056

See accompanying notes to unaudited consolidated financial statements.

F-21

ADM ENDEAVORS, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

~~December~~September 3130, ~~2016~~2025

(Unaudited)

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

We began operations in 1988, under the ownership and control of Ardell Mees, who provided installation services to grocery decor design companies. As our reputation has grown, we have expanded our operations to serve a larger geographic region. On ~~January~~ January 4, 2001, we were incorporated in North Dakota as ADM Enterprises, Inc. On May 9, 2006, the Company changed ~~both~~ its name to ADM Endeavors, Inc. (“ADM Endeavors,” “ADM,” “we,” “us,” “our,” or the “Company”) and its domicile to the state of Nevada. On July 1, 2008, the Company acquired all of the assets of ADM Enterprises, LLC (“ADM Enterprises”), a sole proprietorship owned by Ardell and Tammera Mees, in exchange for 10,000,000 newly issued shares of our common stock. As a result, ADM Enterprises, ~~LLC~~ became a wholly owned subsidiary of the Company. ~~Even though the Company was incorporated on January 4, 2001, it had no operations until the share exchange agreement with~~ ADM ~~Enterprises,~~then ~~LLC~~provided oninstallation ~~July~~services 1,to ~~2008. All business operations are~~grocery ~~those~~décor ~~solely~~and ofdesign ~~the~~companies ~~Company’s~~primarily ~~wholly~~in

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