Form 10-Q - Quarterly report [Sections 13 or 15(d)]

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

 

For the quarterly period ended June 30, 2024

 

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

 

For the transition period from ______ to _______

 

Commission File Number 000-56047

 

ADM ENDEAVORS, INC.

(Exact name of registrant as specified in its charter)

 

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

 

5941 Posey Lane

Haltom City, Texas 76117

(Address of principal executive offices)

 

[phone]

(Registrant’s telephone number)

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

As of August 14, 2024, there were 156,637,143 shares of the registrant’s $0.001 par value common stock issued, issuable, and outstanding.

 

 

 

 

 

ADM ENDEAVORS, INC.

 

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

 

2

 

 

PART I – FINANCIAL INFORMATION

 

TABLE OF CONTENTS

 

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

 

3

 

 

ITEM 1. FINANCIAL STATEMENTS

 

ADM Endeavors, Inc. and Subsidiaries

Consolidated Balance Sheets

(Unaudited)

 

		June 30,				December 31,
		2024				2023
ASSETS
Current assets
Cash		$	124,192			$	301,411
Accounts receivable, net			431,252				415,506
Other receivable, related party			23,149				2,399
Inventory			401,037				171,233
Prepaid expenses and other current assets			22,495				27,482
Total current assets			1,002,125				918,031
Noncurrent assets
Property and equipment, net			3,943,303				3,229,200
Right of use asset - operating lease			-				16,982
Goodwill			688,778				688,778
Total assets		$	5,634,206			$	4,852,991
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable		$	324,343			$	38,679
Accounts payable - related party			-				17,658
Accounts payable			-				17,658
Accrued expenses			238,020				373,047
Income tax payable			16,130				16,130
Current portion of notes payable - secured			43,458				91,667
Current portion of right of use liability - operating lease			-				17,814
Convertible note payable			106,092				106,092
Derivative liabilities			229,417				213,569
Total current liabilities			957,460				874,656
Noncurrent liabilities
Deferred tax liability			44,002				44,002
Notes payable - secured, net of discount			1,985,653				1,226,367
Total noncurrent liabilities			2,029,655				1,270,369
Total liabilities			2,987,115				2,145,025
Commitments and contingencies
Stockholders’ equity
Preferred stock, $0.001 par value, 80,000,000 shares authorized, 2,000,000 shares outstanding as of June 30 2024 and December 31, 2023			2,000				2,000
Common stock, $0.001 par value, 800,000,000 shares authorized, 156,637,143 and 156,237,143 shares issued and outstanding at June 30, 2024 and December 31, 2023			156,637				156,237
Additional paid-in capital			1,447,222				1,431,062
Stock payable			15,988				15,988
Retained earnings			1,025,244				1,102,679
Total stockholders’ equity			2,647,091				2,707,966
Total liabilities and stockholders’ equity		$	5,634,206			$	4,852,991

 

See accompanying notes to unaudited consolidated financial statements.

 

4

 

 

ADM Endeavors, Inc. and Subsidiaries

Consolidated Statements of Operations

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

(Unaudited)

 

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

 

See accompanying notes to unaudited consolidated financial statements.

 

5

 

 

ADM Endeavors, Inc. and Subsidiaries

Consolidated Statements of Shareholders’ Equity

For the Six Months Ended June 30, 2024 and 2023

(Unaudited)

 

																		Additional
		Preferred Stock								Common Stock								Paid In				Stock				Retained
		Shares				Amount				Shares				Amount				Capital				Payable				Earnings				Total
Balance at December 31, 2023			2,000,000			$	2,000				156,237,143			$	156,237			$	1,431,062			$	15,988			$	1,102,679			$	2,707,966
Stock-based compensation			-				-				400,000				400				16,160				-				-				16,560
Net loss			-				-				-				-				-				-				(64,136	)			(64,136	)
Balance at March 31, 2024			2,000,000				2,000				156,637,143				156,637				1,447,222				15,988				1,038,543				2,660,390
Net loss			-				-				-				-				-				-				(13,299	)			(13,299	)
Balance at June 30, 2024			2,000,000			$	2,000				156,637,143			$	156,637			$	1,447,222			$	15,988			$	1,025,244			$	2,647,091
Balance at December 31, 2022			2,000,000			$	2,000				153,652,143			$	153,652			$	1,317,747			$	-			$	965,211			$	2,438,610
Net loss			-				-				-				-				-				-				(110,597	)			(110,597	)
Balance at March 31, 2023			2,000,000				2,000				153,652,143				153,652				1,317,747				-				854,614				2,328,013
Balance			2,000,000				2,000				153,652,143				153,652				1,317,747				-				854,614				2,328,013
Stock-based compensation			-				-				2,885,000				2,885				113,015				-				-				115,900
Net loss			-				-				-				-				-				-				117,548				117,548
Balance at June 30, 2023			2,000,000			$	2,000				156,537,143			$	156,537			$	1,430,762			$	-			$	972,162			$	2,561,461
Balance			2,000,000			$	2,000				156,537,143			$	156,537			$	1,430,762			$	-			$	972,162			$	2,561,461

 

See accompanying notes to unaudited consolidated financial statements.

 

6

 

 

ADM Endeavors, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

For the Six Months Ended June 30, 2024 and 2023

(Unaudited)

 

		2024				2023
Cash flows from operating activities:
Net income (loss)		$	(77,435	)		$	6,951
Adjustments to reconcile net income (loss) to net cash provided by continuing operations:
Stock-based compensation			16,560				115,900
Depreciation and amortization			36,613				32,924
Bad debt expense			3,678				2,318
Amortization of debt discount			14,033				4,935
Amortization of right of use asset - operating lease			16,982				16,610
Change in derivative liability			15,848				(81,367	)
Gain on fixed assets			-				(2,974	)
Changes in operating assets and liabilities:
Accounts receivable			(19,424	)			(66,451	)
Other receivable, related party			(20,750	)			11,124
Inventory			(229,804	)			(518,290	)
Prepaid expenses and other assets			4,987				10,394
Accounts payable			285,664				472,779
Accounts payable - related party			(17,658	)			-
Accounts payable			(17,658	)			-
Accrued expenses			(135,027	)			108,667
Income tax payable			-				1,848
Right of use operating lease liability			(17,814	)			(16,045	)
Net cash provided by (used in) operating activities			(123,547	)			99,323
Cash flows from investing activities
Purchase of property and equipment			(746,031	)			(171,566	)
Net cash used in investing activities			(746,031	)			(171,566	)
Cash flows from financing activities:
Repayments on notes payable			(63,614	)			(3,126	)
Proceeds from note payable			755,973				147,278
Net cash provided by (used in) financing activities			692,359				144,152
Net change in cash			(177,219	)			71,909
Cash at beginning of period			301,411				234,235
Cash at end of period		$	124,192			$	306,144
Supplemental disclosure of cash flow information:
Cash paid for interest		$	30,009			$	12,865
Cash paid for taxes		$	-			$	-
Non-cash investing and financing activities:
Capitalized loan costs		$	4,685			$	4,661
Acquisition of Innovative Impression, Inc.		$	-			$	143,637

 

See accompanying notes to consolidated financial statements.

 

7

 

 

ADM ENDEAVORS, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

June 30, 2024

(Unaudited)

 

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

 

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

 

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

 

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

 

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

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

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

 

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

 

The unaudited consolidated financial statements of the Company for the three and six month periods ended June 30, 2024 and 2023 have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Regulation S-K. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. However, such information reflects all adjustments (consisting solely of normal recurring adjustments), which are, in the opinion of management, necessary for the fair presentation of the financial position and the results of operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for a full fiscal year. The balance sheet information as of December 31, 2023, was derived from the audited financial statements included in the Company’s financial statements as of and for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on April 16, 2024. These financial statements should be read in conjunction with that report.

 

8

 

 

Principles of Consolidation

 

The accompanying unaudited consolidated financial statements include all of the accounts of the Company and its wholly owned subsidiary, JRP, at June 30, 2024. All significant intercompany balances and transactions have been eliminated.

 

Use of Estimates

 

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

 

Stock-Based Compensation

 

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

 

Cash Equivalents

 

The Company considers all highly liquid investments with an original maturity of nine months or less when purchased to be cash equivalents. At June 30, 2024, and December 31, 2023, the Company had no cash equivalents. Periodically, the Company may carry cash balances at financial institutions in excess of the federally insured limit of $250,000. The amount in excess of the FDIC insurance at June 30, 2024 was $0. The Company has not experienced losses on these accounts and management believes, based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant.

 

Allowance for Credit Losses

 

The Company establishes an allowance for credit losses to ensure trade and notes receivable are not overstated due to non-collectability. The Company’s allowance is based on a variety of factors, including age of the receivable, significant one-time events, historical experience, and other risk considerations. The Company had no allowance as of June 30, 2024 and December 31, 2023.

 

Inventory

 

Inventory is valued at the lower of cost or net realizable value. Cost is determined using a weighted-average cost method. The Company decreases the value of inventory for estimated obsolescence equal to the difference between the cost of inventory and the estimated market value, based upon an aging analysis of the inventory on hand, specifically known inventory-related risks, and assumptions about future demand and market conditions. The Company has inventory of $401,037 and $171,233 as of June 30, 2024, and December 31, 2023, respectively.

 

Three vendors accounted for approximately 82% of inventory purchases during the six months ended June 30, 2024. Three vendors accounted for approximately 75% of inventory purchases during the six months ended June 30, 2023.

 

9

 

 

Derivative Instruments

 

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

 

Fair Value of Financial Instruments

 

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

 

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

 

	Level 1:	Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.
	Level 2:	Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.
	Level 3:	Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use.

 

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

 

The Company had no assets or liabilities other than derivative liabilities measured at fair value on a recurring basis at June 30, 2024, and December 31, 2023.

 

Fixed Assets

 

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

 

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

 

Goodwill

 

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

 

10

 

 

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

 

Impairment of Long-lived Assets

 

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

 

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

 

The Company determined that there were no impairments of long-lived assets at June 30, 2024 and December 31, 2023.

 

Revenue Recognition

 

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

 

Cost of Sales

 

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

 

Net Income per Share

 

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

 

11

 

 

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

 

During the six months ended June 30, 2024 and 2023, 6,673,712 and 8,476,510 shares issuable upon the conversion of convertible note, respectively, and 20,000,000 shares issuable upon the conversion of preferred shares, were considered for their dilutive effects but were determined to be anti-dilutive.

 

Income Taxes

 

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

 

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

 

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

 

Tax benefits of uncertain tax positions are recognized only if it is more likely than not that the Company will be able to sustain a position taken on an income tax return. The Company has no liability for uncertain tax positions as of June 30, 2024, and December 31, 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 three and six months ended June 30, 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 June 30, 2024, and December 31, 2023.

 

Effect of Recent Accounting Pronouncements

 

Recently Issued Accounting Standards Not Yet Adopted

 

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

 

NOTE 3 – COMMITMENTS AND CONTINGENCIES

 

Legal Matters

 

From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. As of August 14, 2024, there were no pending or threatened lawsuits.

 

12

 

 

Franchise Agreement

 

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

 

During the six months ended June 30, 2024, and 2023, the Company paid $9,952 and $6,944, respectively, for the franchise agreement.

 

Uniform Supply Agreement

 

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

 

During the six months ended June 30, 2024 and 2023, the Company paid $0 and $23,303 for the uniform supply agreement, respectively.

 

NOTE 4 – PROPERTY AND EQUIPMENT

 

Property and equipment and finance lease right of use assets, stated at cost, less accumulated depreciation at June 30, 2024, and December 31, 2023, consisted of the following:

 

		June 30, 2024				December 31, 2023
Land		$	970,455			$	970,455
Equipment			699,057				668,847
Autos and trucks			34,680				34,680
Construction in process			2,442,567				1,722,061
Land and building – rental property			256,387				256,387
Less: accumulated depreciation			(459,843	)			(423,230	)
Property and equipment, net		$	3,943,303			$	3,229,200

 

Depreciation expense for the six months ended June 30, 2024, and 2023, was $36,613 and $32,924, respectively.

 

NOTE 5 – CONVERTIBLE NOTE PAYABLE AND NOTES PAYABLE

 

Convertible Note Payable

 

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

 

The note is convertible into common stock at a price of 35% of the lowest three trading prices during the ten days prior to conversion. As of June 30, 2024 and December 31, 2023 the convertible debt was convertible into 6,673,712 and 9,290,560 common shares, respectively.

 

The note balance was $106,092 as of June 30, 2024, and December 31, 2023.

 

Derivative liabilities

 

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

 

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 June 30, 2024, and December 31, 2023:

 

														Fair value at
		Level 1				Level 2				Level 3				June 30, 2024
Liabilities:
Derivative liabilities		$	-			$	-			$	221,485			$	229,417

 

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

 

As of June 30, 2024, and December 31, 2023, the derivative liability was calculated using the Black-Scholes method over the expected terms of the convertible debt and the following assumptions: volatility of 106% and 112%, exercise price of $0.0159 and $0.0114, and risk-free rate of 5.09% and 4.79%, respectively. Included in change in fair value of derivative liabilities in the accompanying consolidated statements of operations is expense arising from the loss on change in fair value of the derivatives of $15,848 and a derivatives gain of $81,367 during the six months ended June 30, 2024, and 2023, respectively.

 

Fair value at December 31, 2023		$	213,569
Loss on change in fair value of derivative liabilities			15,848
Fair value at June 30, 2024		$	229,417

 

Notes Payable

 

On October 25, 2022, the Company entered into a secured promissory note in the amount up of $4,618,960. The note is secured by the deed of trust on the property and bears interest at 5.5% and is due on October 25, 2032. On October 25, 2027, the rate shall be adjusted to the daily rate reported in the Credit Markets section (or similar section) of The Wall Street Journal as the U.S. “Prime Rate” (“Index”), as announced from time to time, without notice to Maker, plus one percent (1.00%) (the sum being the “Adjusted Rate”); provided that in no event shall the Rate or Adjusted Rate exceed the lesser of eighteen 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, which is an amount necessary to amortize the stated principal balance. The Company recorded $94,072 of loan cost as a debt discount and will be amortized over the life of the note. During the six months ended June 30, 2024, the Company capitalized $4,685 of loan costs and $30,009 of interest related to this note. As of June 30, 2024, the loan balance was $1,985,653, net of $78,261 of debt discount. As of December 31, 2023, the loan balance was $1,230,275, net of $82,947 of debt discount.

 

On April 27, 2023, the Acquisition (as defined in Note 11 below) closed, and the Company issued the Note (as defined in Note 11 below) to the Seller’s principal, Robert Breese. The Company entered into a Pledge and Security Agreement with Mr. Breese (the “Security Agreement”), and the parties agreed that the Acquisition would be considered effective as of May 1, 2023. The Note does not bear interest except upon default, and it is payable in 24 equal consecutive monthly installments of $8,333 beginning May 1, 2023, with the final payment due on April 1, 2025. Pursuant to the Security Agreement, the Company’s payment obligations under the Note are secured by a security interest in the Assets granted to Mr. Breese. The Company recorded $56,363 of loan cost as a debt discount and will be amortized over the life of the note. During the six months ended June 30, 2024, the Company amortized $14,033 of debt discount related to this note. As of June 30, 2024, the loan balance was $43,458, net of $23,208 of debt discount. As of December 31, 2023, the loan balance was $87,759, net of $37,241 of debt discount.

 

14

 

 

As of June 30, 2024, the secured notes payable balance was $2,029,111, consisting of long term notes payable of $1,985,653 and current portion of notes payable of $43,458. 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.

 

NOTE 6 – ACCRUED EXPENSES

 

The Company had total accrued expenses of $238,020 and $373,047 as of June 30, 2024, and December 31, 2023, respectively. See breakdown below of accrued expenses:

 

		June 30, 2024				December 31, 2023
Credit cards payable		$	21,968			$	183,061
Accrued interest			101,813				95,597
Other accrued expenses			114,239				94,389
Total accrued expenses		$	238,020			$	373,047

 

NOTE 7 – RELATED PARTY TRANSACTIONS

 

The majority shareholder, director and officer, is the owner of M & M Real Estate, Inc. (“M & M”). M & M leases the Haltom City, Texas facility to the Company. The monthly lease payment, under a month-to-month lease, is currently $6,500. The Company incurred lease expense, including equipment rental expense of $43,500 to M & M for the six months ended June 30, 2024, and 2023.

 

NOTE 8 – STOCKHOLDERS’ EQUITY

 

Our Articles of Incorporation authorize the issuance of 800,000,000 shares of common stock and 80,000,000 shares of preferred stock, $0.001 par value per share. There were 156,637,143 and 156,237,143 outstanding shares of common stock at June 30, 2024, and December 31, 2023, respectively. There were 2,000,000 outstanding shares of preferred stock as of June 30, 2024, and December 31, 2023, respectively. Each share of preferred stock has 100 votes per share and is convertible into 10 shares of common stock. The preferred stock pays dividends equal with common stock and has preferential liquidation rights to common stockholders.

 

On November 8, 2023, the Company entered into a capital market advisory agreement. During the six months ended June 30, 2024, the Company issued 400,000 shares of common stock for services provided. The Company recognized $16,560 of expense related to this agreement.

 

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

 

NOTE 9 – CONCENTRATION OF CUSTOMERS

 

Concentration of Revenue

 

For the six months ended June 30, 2024 and 2023, no customer made up over 10% of revenues.

 

15

 

 

Concentration of accounts receivable

 

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

 

NOTE 10 – LEASE LIABILITY

 

Operating Leases

 

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

 

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

 

On October 28, 2022, the Company entered into an operating lease that expires June 30, 2024. In June 2024, the Company extended the lease to December 31, 2024. The operating lease results in the recognition of ROU asset and lease liability on the balance sheet. ROU asset and operating lease liability are recognized based on the present value of lease payments over the lease terms of the commencement date. Because the leases do not provide an explicit or implicit rate of return, the Company determines incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments on an individual lease basis. The incremental borrowing rate for a lease is the rate of interest the Company would have to pay on a collateralized basis to borrow an amount equal to the lease payments for the asset under similar terms, which is 5.50%. The Company’s lease does not contain any material restrictive covenants. The lease has a remaining term of 0.50 years.

 

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.

 

						Average
		Fair Value				Estimated Life
Purchase Price:
Notes payable, net of discount		$	143,637
Total purchase consideration		$	143,637
Purchase Allocation:
Inventory		$	10,000			Less than 1 year
Fixed assets			133,637			3 years
Total purchase price allocation		$	143,637

 

NOTE 12 – SUBSEQUENT EVENTS

 

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

 

16

 

 

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

 

SPECIAL NOTE CONCERNING FORWARD-LOOKING STATEMENTS

 

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

 

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

 

Company Overview

 

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

 

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

 

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

 

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

 

17

 

 

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

 

Revenues

 

Our revenue was $1,222,600 for the three months ended June 30, 2024, compared to $1,291,250 for the three months ended June 30, 2023, resulting in a decrease of $68,650, or 5%, between the periods. The decrease in revenue is primarily due to a decrease in Q2 printing revenue. Historically, annual orders placed in Q2 were placed at the end of Q1 this year.

 

Operating Expenses

 

Direct costs of revenues were $800,215 and $806,398 for the three months ended June 30, 2024, and 2023, respectively, resulting in a decrease of $6,183, or 1%, between the periods. The decrease in direct costs was a result of decreased sales for the most recent period as compared to the comparative period during the prior year. The gross margin decreased from 38% during the three months ended June 30, 2023, to 35% during the three months ended June 30, 2024.

 

General and administrative expenses were $411,537 for the three months ended June 30, 2024, compared to $389,546 for the same period in 2023. The increase in 2024 general and administrative expenses of approximately 6% was primarily due to additional expenses related to the second quarter 2023 acquisition from recently acquired brands and the additional resources needed to service newly acquired government contracts.

 

Marketing and selling expenses were $9,284 for the three months ended June 30, 2024, compared to $8,053 for the same period in 2023. The increase in 2024 marketing and selling expenses is primarily due to our investment in web marketing. We are pivoting to a stronger online presence, as we feel it beneficial to invest in future web development and online sales.

 

Net loss was $13,299 for the three months ended June 30, 2024, compared to net income of $117,548 for the three months ended June 30, 2023, for the reasons stated above.

 

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

 

Revenues

 

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

 

Operating Expenses

 

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

 

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

 

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

 

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

 

18

 

 

Liquidity and Capital Resources

 

Liquidity and Capital Resources during the six months ended June 30, 2024, compared to the six months ended June 30, 2023

 

We had cash used in operations of $123,547 for the six months ended June 30, 2024, compared to cash provided by operations of $99,323 for the six months ended June 30, 2023. The decrease in positive cash flow from operating activities for the six months ended June 30, 2024, was primarily attributable to incurring net losses during the most recent period as compared to the prior comparative period, and changes to operating assets and liabilities.

 

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

 

We had cash used in financing activities of $692,359 for the six months ended June 30, 2024, compared to cash provided by financing activities of $144,152 for the same period in 2023. Cash used in financing activities consisted of proceeds from notes payable offset by repayments on notes payable.

 

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

 

Critical Accounting Policies

 

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

 

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

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

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

 

ITEM 4. CONTROLS AND PROCEDURES

 

Disclosure Controls and Procedures

 

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

 

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

 

Under the supervision and with the participation of management, including the Company’s Chief Executive Officer, the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2024, have been evaluated, and based upon this evaluation, the Company’s Chief Executive Officer has concluded that these controls and procedures are not effective in providing reasonable assurance of compliance.

 

Changes in Internal Control over Financial Reporting

 

Management will continue to monitor and evaluate the effectiveness of the Company’s internal controls and procedures and the Company’s internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow. There were no changes in Internal Control Over Financial Reporting during the quarter ended June 30, 2024.

 

19

 

 

PART II - OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS.

 

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

 

ITEM 1A. RISK FACTORS.

 

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

 

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

 

None.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES.

 

Not Applicable.

 

ITEM 5. OTHER INFORMATION.

 

None.

 

ITEM 6. EXHIBITS

 

Exhibit Number		Description
3.1		Articles of Incorporation (incorporated by reference to our Registration Statement on Form S-1, filed on October 8, 2013)
3.2		Bylaws (incorporated by reference to our Registration Statement on Form S-1, filed on October 8, 2013)
10.1		Texas Commercial Lease between M&M Real Estate Inc. and Just Right Products Inc., dated January 1, 2018 (incorporated by reference to our Annual Report on Form 10-K, filed on March 15, 2022)
10.2		Construction Loan Agreement, dated as of October 25, 2022, by and among ADM Endeavors, Inc., Just Right Products, Inc., and CapTex Bank (incorporated by reference to our Current Report on Form 8-K, filed on November 1, 2022)
10.3		Promissory Note, dated as of October 25, 2022, by ADM Endeavors, Inc., and Just Right Products, Inc., in favor of CapTex Bank (incorporated by reference to our Current Report on Form 8-K, filed on November 1, 2022)
10.4		Asset Purchase Agreement, dated April 27, 2023, by Just Right Products, Inc., and Innovative Impressions, Inc. (incorporated by reference to our Current Report on Form 8-K, filed on April 28, 2023)
10.5		Promissory Note, dated April 27, 2023, by Just Right Products, Inc., in favor of Robert Breese (incorporated by reference to our Current Report on Form 8-K, filed on April 28, 2023)
10.6		Pledge and Security Agreement, dated April 27, 2023, by Just Right Products, Inc., and Robert Breese (incorporated by reference to our Current Report on Form 8-K, filed on April 28, 2023)
10.7		Independent Consulting Agreement, dated April 27, 2023, by Just Right Products, Inc., and Robert Breese (incorporated by reference to our Current Report on Form 8-K, filed on April 28, 2023)
31.1		Certification of Principal Executive Officer of ADM Endeavors, Inc. required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Principal Accounting Officer of ADM Endeavors, Inc. required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of Principal Executive Officer of ADM Endeavors, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 Of 18 U.S.C. 63
32.2		Certification of Principal Accounting Officer of ADM Endeavors, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 Of 18 U.S.C. 63
101.INS (2)		Inline XBRL Taxonomy Extension Instance Document
101.SCH (2)		Inline XBRL Taxonomy Extension Schema Document
101.CAL (2)		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF (2)		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB (2)		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE (2)		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 (2)		Cover Page Interactive Data file

 

(1) Filed herewith.

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

 

20

 

 

SIGNATURES

 

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	ADM ENDEAVORS, INC.
Dated: August 14, 2024		/s/ Marc Johnson
	By:	Marc Johnson
	Its:	Chief Executive Officer
Dated: August 14, 2024		/s/ Alex Archer
	By:	Alex Archer
	Its:	Chief Financial Officer

 

21

 

Exhibit 31.1

 

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

AND PRINCIPAL ACCOUNTING OFFICER

REQUIRED BY RULE 13A-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 AS AMENDED,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Marc Johnson, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of ADM Endeavors, Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles;

 

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: August 14, 2024

 

By:	/s/ Marc Johnson
	Chief Executive Officer (Principal Executive Officer)

 

 

 

Exhibit 31.2

 

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

AND PRINCIPAL ACCOUNTING OFFICER

REQUIRED BY RULE 13A-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 AS AMENDED,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Alex Archer, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of ADM Endeavors, Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles;

 

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: August 14, 2024

 

By:	/s/ Alex Archer
	Chief Financial Officer (Principal Accounting Officer)

 

 

 

Exhibit 32.1

 

CERTIFICATION OF

PRINCIPAL EXECUTIVE OFFICER

AND PRINCIPAL ACCOUNTING OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF

THE SARBANES-OXLEY ACT OF 2002

 

I, Marc Johnson, Chief Executive Officer of ADM Endeavors, Inc. (the “Company”), certify, pursuant to 18 U.S.C. Section 1350 adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

(1) the Quarterly Report on Form 10-Q of the Company for the period ended June 30, 2024 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: August 14, 2024

 

By:	/s/ Marc Johnson
	Chief Executive Officer (Principal Executive Officer)

 

 

 

Exhibit 32.2

 

CERTIFICATION OF

PRINCIPAL EXECUTIVE OFFICER

AND PRINCIPAL ACCOUNTING OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF

THE SARBANES-OXLEY ACT OF 2002

 

I, Alex Archer, Chief Financial Officer of ADM Endeavors, Inc. (the “Company”), certify, pursuant to 18 U.S.C. Section 1350 adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

(1) the Quarterly Report on Form 10-Q of the Company for the period ended June 30, 2024 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: August 14, 2024

 

By:	/s/ Alex Archer
	Chief Financial Officer (Principal Accounting Officer)

 

 

Cover - $ / shares	6 Months Ended
	Jun. 30, 2024	Aug. 14, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2024
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity File Number	000-56047
Entity Registrant Name	ADM ENDEAVORS, INC.
Entity Central Index Key	0001588014
Entity Tax Identification Number	45-0459323
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	5941 Posey Lane
Entity Address, City or Town	Haltom City
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	76117
City Area Code	(817)
Local Phone Number	840-6271
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		156,637,143
Entity Listing, Par Value Per Share	$ 0.001

Consolidated Balance Sheets (Unaudited) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Current assets
Cash	$ 124,192	$ 301,411
Accounts receivable, net	431,252	415,506
Inventory	401,037	171,233
Prepaid expenses and other current assets	22,495	27,482
Total current assets	1,002,125	918,031
Noncurrent assets
Property and equipment, net	3,943,303	3,229,200
Right of use asset - operating lease		16,982
Goodwill	688,778	688,778
Total assets	5,634,206	4,852,991
Current liabilities
Accrued expenses	238,020	373,047
Income tax payable	16,130	16,130
Current portion of notes payable - secured	43,458	91,667
Current portion of right of use liability - operating lease		17,814
Convertible note payable	106,092	106,092
Derivative liabilities	229,417	213,569
Total current liabilities	957,460	874,656
Noncurrent liabilities
Deferred tax liability	44,002	44,002
Notes payable - secured, net of discount	1,985,653	1,226,367
Total noncurrent liabilities	2,029,655	1,270,369
Total liabilities	2,987,115	2,145,025
Commitments and contingencies
Stockholders’ equity
Preferred stock, $0.001 par value, 80,000,000 shares authorized, 2,000,000 shares outstanding as of June 30 2024 and December 31, 2023	2,000	2,000
Common stock, $0.001 par value, 800,000,000 shares authorized, 156,637,143 and 156,237,143 shares issued and outstanding at June 30, 2024 and December 31, 2023	156,637	156,237
Additional paid-in capital	1,447,222	1,431,062
Stock payable	15,988	15,988
Retained earnings	1,025,244	1,102,679
Total stockholders’ equity	2,647,091	2,707,966
Total liabilities and stockholders’ equity	5,634,206	4,852,991
Related Party [Member]
Current assets
Other receivable, related party	23,149	2,399
Current liabilities
Accounts payable		17,658
Nonrelated Party [Member]
Current liabilities
Accounts payable	$ 324,343	$ 38,679

Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Jun. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	80,000,000	80,000,000
Preferred stock, shares outstanding	2,000,000	2,000,000
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	800,000,000	800,000,000
Common stock, shares issued	156,637,143	156,237,143
Common stock, shares outstanding	156,637,143	156,237,143

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Revenue
Total revenue	$ 1,222,600	$ 1,291,250	$ 2,278,738	$ 1,931,694
Operating expenses
Direct costs of revenue	800,215	806,398	1,521,442	1,313,598
General and administrative	411,537	389,546	797,569	664,649
Marketing and selling	9,284	8,053	17,326	20,507
Total operating expenses	1,221,036	1,203,997	2,336,337	1,998,754
Operating income (loss)	1,564	87,253	(57,599)	(67,060)
Other income (expense)
Gain (loss) on change in fair value of derivative liabilities	(7,932)	28,754	(15,848)	81,367
Other income	6,526	2,900	15,653	4,900
Interest expense	(13,457)	489	(19,641)	(10,408)
Total other income (expense)	(14,863)	32,143	(19,836)	75,859
Income before tax provision	(13,299)	119,396	(77,435)	8,799
Provision for income taxes		1,848		1,848
Net income (loss)	$ (13,299)	$ 117,548	$ (77,435)	$ 6,951
Net income (loss) per share - basic	$ (0.00)	$ 0.00	$ (0.00)	$ 0.00
Net income (loss) per share - diluted	$ (0.00)	$ 0.00	$ (0.00)	$ 0.00
Weighted average number of shares outstanding
basic	156,637,143	153,652,143	156,586,594	153,652,143
diluted	156,637,143	153,652,143	156,586,594	153,652,143
School Uniform [Member]
Revenue
Total revenue	$ 124,952	$ 109,546	$ 228,945	$ 193,663
Promotional Sales [Member]
Revenue
Total revenue	$ 1,097,648	$ 1,181,704	$ 2,049,793	$ 1,738,031

Consolidated Statements of Shareholders' Equity (Unaudited) - USD ($)	Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Stock Payable [Member]	Retained Earnings [Member]	Total
Balance at Dec. 31, 2022	$ 2,000	$ 153,652	$ 1,317,747		$ 965,211	$ 2,438,610
Balance, shares at Dec. 31, 2022	2,000,000	153,652,143
Net loss					(110,597)	(110,597)
Balance at Mar. 31, 2023	$ 2,000	$ 153,652	1,317,747		854,614	2,328,013
Balance, shares at Mar. 31, 2023	2,000,000	153,652,143
Balance at Dec. 31, 2022	$ 2,000	$ 153,652	1,317,747		965,211	2,438,610
Balance, shares at Dec. 31, 2022	2,000,000	153,652,143
Net loss						6,951
Balance at Jun. 30, 2023	$ 2,000	$ 156,537	1,430,762		972,162	2,561,461
Balance, shares at Jun. 30, 2023	2,000,000	156,537,143
Balance at Mar. 31, 2023	$ 2,000	$ 153,652	1,317,747		854,614	2,328,013
Balance, shares at Mar. 31, 2023	2,000,000	153,652,143
Stock-based compensation		$ 2,885	113,015			115,900
Stock-based compensation, shares		2,885,000
Net loss					117,548	117,548
Balance at Jun. 30, 2023	$ 2,000	$ 156,537	1,430,762		972,162	2,561,461
Balance, shares at Jun. 30, 2023	2,000,000	156,537,143
Balance at Dec. 31, 2023	$ 2,000	$ 156,237	1,431,062	15,988	1,102,679	2,707,966
Balance, shares at Dec. 31, 2023	2,000,000	156,237,143
Stock-based compensation		$ 400	16,160			16,560
Stock-based compensation, shares		400,000
Net loss					(64,136)	(64,136)
Balance at Mar. 31, 2024	$ 2,000	$ 156,637	1,447,222	15,988	1,038,543	2,660,390
Balance, shares at Mar. 31, 2024	2,000,000	156,637,143
Balance at Dec. 31, 2023	$ 2,000	$ 156,237	1,431,062	15,988	1,102,679	2,707,966
Balance, shares at Dec. 31, 2023	2,000,000	156,237,143
Net loss						(77,435)
Balance at Jun. 30, 2024	$ 2,000	$ 156,637	1,447,222	15,988	1,025,244	2,647,091
Balance, shares at Jun. 30, 2024	2,000,000	156,637,143
Balance at Mar. 31, 2024	$ 2,000	$ 156,637	1,447,222	15,988	1,038,543	2,660,390
Balance, shares at Mar. 31, 2024	2,000,000	156,637,143
Net loss					(13,299)	(13,299)
Balance at Jun. 30, 2024	$ 2,000	$ 156,637	$ 1,447,222	$ 15,988	$ 1,025,244	$ 2,647,091
Balance, shares at Jun. 30, 2024	2,000,000	156,637,143

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Cash flows from operating activities:
Net income (loss)	$ (77,435)	$ 6,951
Adjustments to reconcile net income (loss) to net cash provided by continuing operations:
Stock-based compensation	16,560	115,900
Depreciation and amortization	36,613	32,924
Bad debt expense	3,678	2,318
Amortization of debt discount	14,033	4,935
Amortization of right of use asset - operating lease	16,982	16,610
Change in derivative liability	15,848	(81,367)
Gain on fixed assets		(2,974)
Changes in operating assets and liabilities:
Accounts receivable	(19,424)	(66,451)
Other receivable, related party	(20,750)	11,124
Inventory	(229,804)	(518,290)
Prepaid expenses and other assets	4,987	10,394
Accrued expenses	(135,027)	108,667
Income tax payable		1,848
Right of use operating lease liability	(17,814)	(16,045)
Net cash provided by (used in) operating activities	(123,547)	99,323
Cash flows from investing activities
Purchase of property and equipment	(746,031)	(171,566)
Net cash used in investing activities	(746,031)	(171,566)
Cash flows from financing activities:
Repayments on notes payable	(63,614)	(3,126)
Proceeds from note payable	755,973	147,278
Net cash provided by (used in) financing activities	692,359	144,152
Net change in cash	(177,219)	71,909
Cash at beginning of period	301,411	234,235
Cash at end of period	124,192	306,144
Supplemental disclosure of cash flow information:
Cash paid for interest	30,009	12,865
Cash paid for taxes
Non-cash investing and financing activities:
Capitalized loan costs	4,685	4,661
Acquisition of Innovative Impression, Inc.		143,637
Nonrelated Party [Member]
Changes in operating assets and liabilities:
Accounts payable	285,664	472,779
Related Party [Member]
Changes in operating assets and liabilities:
Accounts payable	$ (17,658)

ORGANIZATION AND DESCRIPTION OF BUSINESS	6 Months Ended
	Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION AND DESCRIPTION OF BUSINESS	NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS   On January 4, 2001, we were incorporated in North Dakota as ADM Enterprises, Inc. On May 9, 2006, the Company changed its name to ADM Endeavors, Inc. (“ADM Endeavors,” “ADM,” “we,” “us,” “our,” or the “Company”) and its domicile to the state of Nevada. On July 1, 2008, the Company acquired all of the assets of ADM Enterprises, LLC (“ADM Enterprises”), a sole proprietorship owned by Ardell and Tammera Mees, in exchange for 10,000,000 newly issued shares of our common stock. As a result, ADM Enterprises became a wholly owned subsidiary of the Company. ADM then provided installation services to grocery décor and design companies primarily in North Dakota.   On April 19, 2018, the Company acquired Just Right Products, Inc. (“JRP”), a Texas corporation. JRP was incorporated on January 17, 2010. The acquisition of 100% of JRP from its sole shareholder, Marc Johnson, was through a stock exchange whereby the Company issued 2,000,000 shares of restricted Series A preferred stock (the “Acquisition Shares”) to Mr. Johnson in consideration of the acquisition of 100% of JRP from Mr. Johnson. Each share of the Series A preferred stock is convertible into ten shares of common stock, and each share has 100 votes on a fully diluted basis. The Acquisition Shares represented 61% of the voting shares of the Company, and thus there was a change of voting control in connection with the transaction, and the transaction was accounted for as a reverse acquisition.   On April 27, 2023, the Company entered into an Asset Purchase Agreement with Innovative Impressions, Inc., a Texas corporation (the “Seller”), pursuant to which the Company acquired (the “Acquisition”) embroidery equipment, inventory, and related assets from the Seller.   JRP is focused on being an added value reseller with concentration in embroidery, screen printing, importing and uniforms for businesses, schools and individuals in the State of Texas.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Jun. 30, 2024
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES   Basis of Presentation   The Company follows the accrual basis of accounting in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and has a year-end of December 31.   Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company’s system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented.   The unaudited consolidated financial statements of the Company for the three and six month periods ended June 30, 2024 and 2023 have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Regulation S-K. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. However, such information reflects all adjustments (consisting solely of normal recurring adjustments), which are, in the opinion of management, necessary for the fair presentation of the financial position and the results of operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for a full fiscal year. The balance sheet information as of December 31, 2023, was derived from the audited financial statements included in the Company’s financial statements as of and for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on April 16, 2024. These financial statements should be read in conjunction with that report.     Principles of Consolidation   The accompanying unaudited consolidated financial statements include all of the accounts of the Company and its wholly owned subsidiary, JRP, at June 30, 2024. All significant intercompany balances and transactions have been eliminated.   Use of Estimates   The preparation of the Consolidated Financial Statements in accordance with U.S. GAAP requires management to make use of certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the Consolidated Financial Statements and the reported amounts of revenue and expenses during the reported periods. The Company bases its estimates on historical experience and on various other assumptions that management believes are reasonable under the circumstances, the results of which form the basis for making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates. Significant estimates are related to allowance for credit losses, inventory obsolescence, goodwill, derivative liability, stock-based compensation and deferred tax valuations.   Stock-Based Compensation   Stock-based compensation expense is recorded in accordance with FASB ASC Topic 718, Compensation – Stock Compensation, for stock and stock options awarded in return for services rendered. The expense is measured at the grant-date fair value of the award and recognized as compensation expense on a straight-line basis over the service period, which is the vesting period. The Company estimates forfeitures that it expects will occur and records expense based upon the number of awards expected to vest.   Cash Equivalents   The Company considers all highly liquid investments with an original maturity of nine months or less when purchased to be cash equivalents. At June 30, 2024, and December 31, 2023, the Company had no cash equivalents. Periodically, the Company may carry cash balances at financial institutions in excess of the federally insured limit of $250,000. The amount in excess of the FDIC insurance at June 30, 2024 was $0. The Company has not experienced losses on these accounts and management believes, based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant.   Allowance for Credit Losses   The Company establishes an allowance for credit losses to ensure trade and notes receivable are not overstated due to non-collectability. The Company’s allowance is based on a variety of factors, including age of the receivable, significant one-time events, historical experience, and other risk considerations. The Company had no allowance as of June 30, 2024 and December 31, 2023.   Inventory   Inventory is valued at the lower of cost or net realizable value. Cost is determined using a weighted-average cost method. The Company decreases the value of inventory for estimated obsolescence equal to the difference between the cost of inventory and the estimated market value, based upon an aging analysis of the inventory on hand, specifically known inventory-related risks, and assumptions about future demand and market conditions. The Company has inventory of $401,037 and $171,233 as of June 30, 2024, and December 31, 2023, respectively.   Three vendors accounted for approximately 82% of inventory purchases during the six months ended June 30, 2024. Three vendors accounted for approximately 75% of inventory purchases during the six months ended June 30, 2023.     Derivative Instruments   Derivatives are measured at their fair value on the balance sheet. In determining the appropriate fair value, the Company uses the Black-Scholes-Merton option pricing model. Changes in fair value are recorded in Other Income (Expense) of the consolidated statements of operations.   Fair Value of Financial Instruments   The Company measures its financial assets and liabilities in accordance with U.S. GAAP. For certain of our financial instruments, including cash, accounts payable, accrued expenses, and short-term loans, the carrying amounts approximate fair value due to their short maturities.   We follow accounting guidance for financial and non-financial assets and liabilities. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. This guidance does not apply to measurements related to share-based payments. This guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:     Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.         Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.         Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use.   The Company adopted the provisions of FASB ASC 820 (the Fair Value Topic) which defines fair value, establishes a framework for measuring fair value under U.S. GAAP, and expands disclosures about fair value measurements.   The Company had no assets or liabilities other than derivative liabilities measured at fair value on a recurring basis at June 30, 2024, and December 31, 2023.   Fixed Assets   Fixed assets are recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation is computed by the straight-line method over the assets estimated useful life. Upon the sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in consolidated statements of operations.   Classification   Estimated Useful Lives Equipment   5 to 7 years Leasehold improvements   Shorter of useful life or lease term Furniture and fixtures   4 to 7 years Websites   3 years   Goodwill   Goodwill represents the excess of purchase price and related costs over the value assigned to the net tangible assets of businesses acquired. Goodwill is not amortized, but instead assessed for impairment. We perform our annual impairment review of goodwill in our fiscal fourth quarter or when a triggering event occurs between annual impairment tests. No impairment was recorded in fiscal 2024 or 2023 as a result of our qualitative assessments over our single reporting segment.     The Company performs a qualitative assessment for each of its reporting units to determine if the two-step process for impairment testing is required. If the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company would then evaluate the recoverability of goodwill using a two-step impairment test approach at the reporting unit level. In the first step, the fair value for the reporting unit is compared to its book value including goodwill. In the case that the fair value of the reporting unit is less than book value, a second step is performed which compares the implied fair value of the reporting unit’s goodwill to the book value of the goodwill. The fair value for the goodwill is determined based on the difference between the fair values of the reporting unit and the net fair values of the identifiable assets and liabilities of such reporting unit. If the implied fair value of the goodwill is less than the book value, the difference is recognized as impairment.   Impairment of Long-lived Assets   The Company follows paragraph 360-10-05-4 of the FASB Accounting Standards Codification for its long-lived assets. The Company’s long-lived assets, such as intellectual property, are required to be reviewed for impairment annually, or whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.   The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives.   The Company determined that there were no impairments of long-lived assets at June 30, 2024 and December 31, 2023.   Revenue Recognition   We recognize revenue for merchandise sales, net of expected returns and sales tax, at the time of in-store purchase or delivery of the product to our customer. When merchandise is shipped to our customers, we estimate receipt based on historical experience. Revenue is deferred and a liability is established for sales returns based on historical return rates and sales for the return period. We recognize an asset and corresponding adjustment to cost of sales for our right to recover returned merchandise. At each financial reporting date, we assess our estimates of expected returns, refund liabilities and return assets. For merchandise sold in our stores and online, tender is accepted at the point of sale. When we receive payment before the customer has taken possession of the merchandise, the amount received is recorded as deferred revenue until the transaction is complete. Our performance obligations for unfulfilled merchandise orders are typically satisfied within one week. Shipping and handling fees charged to guests relate to fulfilment activities and are included in net sales with the corresponding costs recorded in cost of sales.   Cost of Sales   Cost of sales includes the actual cost of merchandise sold and services performed; the cost of transportation of merchandise from vendors to our distribution network, stores, or customers; shipping and handling costs from our stores or distribution network to customers; and the operating cost and depreciation of our sourcing and distribution network and online fulfilment centers.   Net Income per Share   The Company computes basic and diluted income per share amounts pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic income per share is computed by dividing net income available to common shareholders, by the weighted average number of shares of common stock outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted income per share is computed by dividing net income available to common shareholders by the diluted weighted average number of shares of common stock during the period. The diluted weighted average number of common shares outstanding is the basic weighted number of shares adjusted as of the first day of the year for any potentially diluted debt or equity.     The dilutive effect of outstanding convertible securities and preferred stock is reflected in diluted earnings per share by application of the if-converted method.   During the six months ended June 30, 2024 and 2023, 6,673,712 and 8,476,510 shares issuable upon the conversion of convertible note, respectively, and 20,000,000 shares issuable upon the conversion of preferred shares, were considered for their dilutive effects but were determined to be anti-dilutive.   Income Taxes   The Company accounts for income taxes in accordance with FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and loss carryforwards and their respective tax bases.   Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income (loss) in the years in which those temporary differences are expected to be recovered or settled.   The effect of a change in tax rules on deferred tax assets and liabilities is recognized in operations in the year of change. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized.   Tax benefits of uncertain tax positions are recognized only if it is more likely than not that the Company will be able to sustain a position taken on an income tax return. The Company has no liability for uncertain tax positions as of June 30, 2024, and December 31, 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 three and six months ended June 30, 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 June 30, 2024, and December 31, 2023.   Effect of Recent Accounting Pronouncements   Recently Issued Accounting Standards Not Yet Adopted   The Company has reviewed all recently issued, but not yet adopted, accounting standards, in order to determine their effects, if any, on its results of operations, financial position or cash flows. Based on that review, the Company believes that no other pronouncements will have a significant effect on its financial statements.

COMMITMENTS AND CONTINGENCIES	6 Months Ended
	Jun. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 3 – COMMITMENTS AND CONTINGENCIES   Legal Matters   From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. As of August 14, 2024, there were no pending or threatened lawsuits.     Franchise Agreement   The Company has a franchise agreement effective February 19, 2014, expiring in February 2024, with a right to renew for an additional five years to operate stores and websites in the Company’s exclusive territory. In March 2024, the agreement was renewed for an additional five years, expiring on March 4, 2029. The Company is obligated to pay 5% of gross revenue for use of systems and manuals.   During the six months ended June 30, 2024, and 2023, the Company paid $9,952 and $6,944, respectively, for the franchise agreement.   Uniform Supply Agreement   The Company has an agreement to be the exclusive provider of school uniforms and logos for a charter school. The Company is obligated to provide a 3% donation to the charter school for each school year. The agreement is for each school year ending through May 31.   During the six months ended June 30, 2024 and 2023, the Company paid $0 and $23,303 for the uniform supply agreement, respectively.

PROPERTY AND EQUIPMENT	6 Months Ended
	Jun. 30, 2024
Property, Plant and Equipment [Abstract]
PROPERTY AND EQUIPMENT	NOTE 4 – PROPERTY AND EQUIPMENT   Property and equipment and finance lease right of use assets, stated at cost, less accumulated depreciation at June 30, 2024, and December 31, 2023, consisted of the following:       June 30, 2024     December 31, 2023   Land   $ 970,455     $ 970,455   Equipment     699,057       668,847   Autos and trucks     34,680       34,680   Construction in process     2,442,567       1,722,061   Land and building – rental property     256,387       256,387                     Less: accumulated depreciation     (459,843 )     (423,230 ) Property and equipment, net   $ 3,943,303     $ 3,229,200     Depreciation expense for the six months ended June 30, 2024, and 2023, was $36,613 and $32,924, respectively.

CONVERTIBLE NOTE PAYABLE AND NOTES PAYABLE	6 Months Ended
	Jun. 30, 2024
Debt Disclosure [Abstract]
CONVERTIBLE NOTE PAYABLE AND NOTES PAYABLE	NOTE 5 – CONVERTIBLE NOTE PAYABLE AND NOTES PAYABLE   Convertible Note Payable   On April 1, 2018, the Company assumed a convertible promissory note in connection with the reverse acquisition. The Company received total funding of $106,092 as of December 31, 2018. The note had fees of $53,046 which were recorded as a discount to the convertible promissory note and are being amortized over the life of the loan using the effective interest method. The maturity of the note is March 5, 2023. On March 5, 2023, the note was extended to September 5, 2023. On March 5, 2024, the note was extended to January 1, 2025.   The note is convertible into common stock at a price of 35% of the lowest three trading prices during the ten days prior to conversion. As of June 30, 2024 and December 31, 2023 the convertible debt was convertible into 6,673,712 and 9,290,560 common shares, respectively.   The note balance was $106,092 as of June 30, 2024, and December 31, 2023.   Derivative liabilities   The conversion features embedded in the convertible notes were evaluated to determine if such conversion feature should be bifurcated from its host instrument and accounted for as a freestanding derivative. In the convertible notes with variable conversion terms, the conversion feature was accounted for as a derivative liability. The derivatives associated with the term convertible notes were recognized as a discount to the debt instrument and the discount is amortized over the expected life of the notes with any excess of the derivative value over the note payable value recognized as additional interest expense at the issuance date.     The following table presents information about the Company’s liabilities measured at fair value on a recurring basis and the Company’s estimated level within the fair value hierarchy of those assets and liabilities as of June 30, 2024, and December 31, 2023:                         Fair value at       Level 1     Level 2     Level 3     June 30, 2024   Liabilities:                                 Derivative liabilities   $ -     $ -     $ 221,485     $ 229,417                           Fair value at       Level 1     Level 2     Level 3     December 31, 2023   Liabilities:                                 Derivative liabilities   $ -     $ -     $ 213,569     $ 213,569     As of June 30, 2024, and December 31, 2023, the derivative liability was calculated using the Black-Scholes method over the expected terms of the convertible debt and the following assumptions: volatility of 106% and 112%, exercise price of $0.0159 and $0.0114, and risk-free rate of 5.09% and 4.79%, respectively. Included in change in fair value of derivative liabilities in the accompanying consolidated statements of operations is expense arising from the loss on change in fair value of the derivatives of $15,848 and a derivatives gain of $81,367 during the six months ended June 30, 2024, and 2023, respectively.   Fair value at December 31, 2023   $ 213,569   Loss on change in fair value of derivative liabilities     15,848   Fair value at June 30, 2024   $ 229,417     Notes Payable   On October 25, 2022, the Company entered into a secured promissory note in the amount up of $4,618,960. The note is secured by the deed of trust on the property and bears interest at 5.5% and is due on October 25, 2032. On October 25, 2027, the rate shall be adjusted to the daily rate reported in the Credit Markets section (or similar section) of The Wall Street Journal as the U.S. “Prime Rate” (“Index”), as announced from time to time, without notice to Maker, plus one percent (1.00%) (the sum being the “Adjusted Rate”); provided that in no event shall the Rate or Adjusted Rate exceed the lesser of eighteen 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, which is an amount necessary to amortize the stated principal balance. The Company recorded $94,072 of loan cost as a debt discount and will be amortized over the life of the note. During the six months ended June 30, 2024, the Company capitalized $4,685 of loan costs and $30,009 of interest related to this note. As of June 30, 2024, the loan balance was $1,985,653, net of $78,261 of debt discount. As of December 31, 2023, the loan balance was $1,230,275, net of $82,947 of debt discount.   On April 27, 2023, the Acquisition (as defined in Note 11 below) closed, and the Company issued the Note (as defined in Note 11 below) to the Seller’s principal, Robert Breese. The Company entered into a Pledge and Security Agreement with Mr. Breese (the “Security Agreement”), and the parties agreed that the Acquisition would be considered effective as of May 1, 2023. The Note does not bear interest except upon default, and it is payable in 24 equal consecutive monthly installments of $8,333 beginning May 1, 2023, with the final payment due on April 1, 2025. Pursuant to the Security Agreement, the Company’s payment obligations under the Note are secured by a security interest in the Assets granted to Mr. Breese. The Company recorded $56,363 of loan cost as a debt discount and will be amortized over the life of the note. During the six months ended June 30, 2024, the Company amortized $14,033 of debt discount related to this note. As of June 30, 2024, the loan balance was $43,458, net of $23,208 of debt discount. As of December 31, 2023, the loan balance was $87,759, net of $37,241 of debt discount.     As of June 30, 2024, the secured notes payable balance was $2,029,111, consisting of long term notes payable of $1,985,653 and current portion of notes payable of $43,458. 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.

ACCRUED EXPENSES	6 Months Ended
	Jun. 30, 2024
Payables and Accruals [Abstract]
ACCRUED EXPENSES	NOTE 6 – ACCRUED EXPENSES   The Company had total accrued expenses of $238,020 and $373,047 as of June 30, 2024, and December 31, 2023, respectively. See breakdown below of accrued expenses:       June 30, 2024     December 31, 2023   Credit cards payable   $ 21,968     $ 183,061   Accrued interest     101,813       95,597   Other accrued expenses     114,239       94,389   Total accrued expenses   $ 238,020     $ 373,047

RELATED PARTY TRANSACTIONS	6 Months Ended
	Jun. 30, 2024
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 7 – RELATED PARTY TRANSACTIONS   The majority shareholder, director and officer, is the owner of M & M Real Estate, Inc. (“M & M”). M & M leases the Haltom City, Texas facility to the Company. The monthly lease payment, under a month-to-month lease, is currently $6,500. The Company incurred lease expense, including equipment rental expense of $43,500 to M & M for the six months ended June 30, 2024, and 2023.

STOCKHOLDERS’ EQUITY	6 Months Ended
	Jun. 30, 2024
Equity [Abstract]
STOCKHOLDERS’ EQUITY	NOTE 8 – STOCKHOLDERS’ EQUITY   Our Articles of Incorporation authorize the issuance of 800,000,000 shares of common stock and 80,000,000 shares of preferred stock, $0.001 par value per share. There were 156,637,143 and 156,237,143 outstanding shares of common stock at June 30, 2024, and December 31, 2023, respectively. There were 2,000,000 outstanding shares of preferred stock as of June 30, 2024, and December 31, 2023, respectively. Each share of preferred stock has 100 votes per share and is convertible into 10 shares of common stock. The preferred stock pays dividends equal with common stock and has preferential liquidation rights to common stockholders.   On November 8, 2023, the Company entered into a capital market advisory agreement. During the six months ended June 30, 2024, the Company issued 400,000 shares of common stock for services provided. The Company recognized $16,560 of expense related to this agreement.   On April 27, 2023, the Company also entered into an Independent Consulting Agreement with Mr. Breese, pursuant to which (i) Mr. Breese would provide embroidery industry consulting and sales services to the company for an initial term of two years, and (ii) Mr. Breese would be paid 20% sales commissions and $100,000 of Company stock, valued as of May 1, 2023, which totaled 2,585,000 shares of common stock. Pursuant to the agreement, Mr. Breese may not sell the Stock for a period of one hundred eighty calendar days from the effective date. On October 24, 2023, the Company accrued an additional 491,923 shares with a fair value of $15,988, which was recorded in stock payable.

CONCENTRATION OF CUSTOMERS	6 Months Ended
	Jun. 30, 2024
Risks and Uncertainties [Abstract]
CONCENTRATION OF CUSTOMERS	NOTE 9 – CONCENTRATION OF CUSTOMERS   Concentration of Revenue   For the six months ended June 30, 2024 and 2023, no customer made up over 10% of revenues.     Concentration of accounts receivable   One customers accounted for 12% of accounts receivable as of June 30, 2024. One customer accounted for 10% of accounts receivable as of December 31, 2023.

LEASE LIABILITY	6 Months Ended
	Jun. 30, 2024
Lease Liability
LEASE LIABILITY	NOTE 10 – LEASE LIABILITY   Operating Leases   The Company leases office space. Leases with an initial term of 12 months or less are not recorded on the balance sheet. Leases with initial terms in excess of 12 months are recorded as operating or financing leases in our consolidated balance sheet. Lease expense is recognized on a straight-line basis over the term of the lease. For leases beginning in 2018 and later, the Company accounts for lease components separately from the non-lease components. Most leases include one or more options to renew. The exercise of the lease renewal options is at the sole discretion of the Company. The depreciable life of the assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise.   The Company leases approximately 18,000 square feet of space in Haltom City, Texas, pursuant to a month-to-month lease. This facility serves as our corporate headquarters, manufacturing facility and showroom. The lease is with M & M Real Estate, Inc. (“M & M”), a company owned solely by our majority shareholder and director of the Company.   On October 28, 2022, the Company entered into an operating lease that expires June 30, 2024. In June 2024, the Company extended the lease to December 31, 2024. The operating lease results in the recognition of ROU asset and lease liability on the balance sheet. ROU asset and operating lease liability are recognized based on the present value of lease payments over the lease terms of the commencement date. Because the leases do not provide an explicit or implicit rate of return, the Company determines incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments on an individual lease basis. The incremental borrowing rate for a lease is the rate of interest the Company would have to pay on a collateralized basis to borrow an amount equal to the lease payments for the asset under similar terms, which is 5.50%. The Company’s lease does not contain any material restrictive covenants. The lease has a remaining term of 0.50 years.

ASSET ACQUISITION	6 Months Ended
	Jun. 30, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]
ASSET ACQUISITION	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.             Average     Fair Value     Estimated Life Purchase Price:             Notes payable, net of discount   $ 143,637       Total purchase consideration   $ 143,637                     Purchase Allocation:             Inventory   $ 10,000     Less than 1 year Fixed assets     133,637     3 years Total purchase price allocation   $ 143,637

SUBSEQUENT EVENTS	6 Months Ended
	Jun. 30, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 12 – SUBSEQUENT EVENTS   The Company has evaluated subsequent events through the filing date of this Form 10-Q and determined that no subsequent events have occurred that would require recognition in the consolidated financial statements or disclosures in the notes thereto.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Jun. 30, 2024
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation   The Company follows the accrual basis of accounting in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and has a year-end of December 31.   Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company’s system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented.   The unaudited consolidated financial statements of the Company for the three and six month periods ended June 30, 2024 and 2023 have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Regulation S-K. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. However, such information reflects all adjustments (consisting solely of normal recurring adjustments), which are, in the opinion of management, necessary for the fair presentation of the financial position and the results of operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for a full fiscal year. The balance sheet information as of December 31, 2023, was derived from the audited financial statements included in the Company’s financial statements as of and for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on April 16, 2024. These financial statements should be read in conjunction with that report.
Principles of Consolidation	Principles of Consolidation   The accompanying unaudited consolidated financial statements include all of the accounts of the Company and its wholly owned subsidiary, JRP, at June 30, 2024. All significant intercompany balances and transactions have been eliminated.
Use of Estimates	Use of Estimates   The preparation of the Consolidated Financial Statements in accordance with U.S. GAAP requires management to make use of certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the Consolidated Financial Statements and the reported amounts of revenue and expenses during the reported periods. The Company bases its estimates on historical experience and on various other assumptions that management believes are reasonable under the circumstances, the results of which form the basis for making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates. Significant estimates are related to allowance for credit losses, inventory obsolescence, goodwill, derivative liability, stock-based compensation and deferred tax valuations.
Stock-Based Compensation	Stock-Based Compensation   Stock-based compensation expense is recorded in accordance with FASB ASC Topic 718, Compensation – Stock Compensation, for stock and stock options awarded in return for services rendered. The expense is measured at the grant-date fair value of the award and recognized as compensation expense on a straight-line basis over the service period, which is the vesting period. The Company estimates forfeitures that it expects will occur and records expense based upon the number of awards expected to vest.
Cash Equivalents	Cash Equivalents   The Company considers all highly liquid investments with an original maturity of nine months or less when purchased to be cash equivalents. At June 30, 2024, and December 31, 2023, the Company had no cash equivalents. Periodically, the Company may carry cash balances at financial institutions in excess of the federally insured limit of $250,000. The amount in excess of the FDIC insurance at June 30, 2024 was $0. The Company has not experienced losses on these accounts and management believes, based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant.
Allowance for Credit Losses	Allowance for Credit Losses   The Company establishes an allowance for credit losses to ensure trade and notes receivable are not overstated due to non-collectability. The Company’s allowance is based on a variety of factors, including age of the receivable, significant one-time events, historical experience, and other risk considerations. The Company had no allowance as of June 30, 2024 and December 31, 2023.
Inventory	Inventory   Inventory is valued at the lower of cost or net realizable value. Cost is determined using a weighted-average cost method. The Company decreases the value of inventory for estimated obsolescence equal to the difference between the cost of inventory and the estimated market value, based upon an aging analysis of the inventory on hand, specifically known inventory-related risks, and assumptions about future demand and market conditions. The Company has inventory of $401,037 and $171,233 as of June 30, 2024, and December 31, 2023, respectively.   Three vendors accounted for approximately 82% of inventory purchases during the six months ended June 30, 2024. Three vendors accounted for approximately 75% of inventory purchases during the six months ended June 30, 2023.
Derivative Instruments	Derivative Instruments   Derivatives are measured at their fair value on the balance sheet. In determining the appropriate fair value, the Company uses the Black-Scholes-Merton option pricing model. Changes in fair value are recorded in Other Income (Expense) of the consolidated statements of operations.
Fair Value of Financial Instruments	Fair Value of Financial Instruments   The Company measures its financial assets and liabilities in accordance with U.S. GAAP. For certain of our financial instruments, including cash, accounts payable, accrued expenses, and short-term loans, the carrying amounts approximate fair value due to their short maturities.   We follow accounting guidance for financial and non-financial assets and liabilities. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. This guidance does not apply to measurements related to share-based payments. This guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:     Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.         Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.         Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use.   The Company adopted the provisions of FASB ASC 820 (the Fair Value Topic) which defines fair value, establishes a framework for measuring fair value under U.S. GAAP, and expands disclosures about fair value measurements.   The Company had no assets or liabilities other than derivative liabilities measured at fair value on a recurring basis at June 30, 2024, and December 31, 2023.
Fixed Assets	Fixed Assets   Fixed assets are recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation is computed by the straight-line method over the assets estimated useful life. Upon the sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in consolidated statements of operations.   Classification   Estimated Useful Lives Equipment   5 to 7 years Leasehold improvements   Shorter of useful life or lease term Furniture and fixtures   4 to 7 years Websites   3 years
Goodwill	Goodwill   Goodwill represents the excess of purchase price and related costs over the value assigned to the net tangible assets of businesses acquired. Goodwill is not amortized, but instead assessed for impairment. We perform our annual impairment review of goodwill in our fiscal fourth quarter or when a triggering event occurs between annual impairment tests. No impairment was recorded in fiscal 2024 or 2023 as a result of our qualitative assessments over our single reporting segment.     The Company performs a qualitative assessment for each of its reporting units to determine if the two-step process for impairment testing is required. If the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company would then evaluate the recoverability of goodwill using a two-step impairment test approach at the reporting unit level. In the first step, the fair value for the reporting unit is compared to its book value including goodwill. In the case that the fair value of the reporting unit is less than book value, a second step is performed which compares the implied fair value of the reporting unit’s goodwill to the book value of the goodwill. The fair value for the goodwill is determined based on the difference between the fair values of the reporting unit and the net fair values of the identifiable assets and liabilities of such reporting unit. If the implied fair value of the goodwill is less than the book value, the difference is recognized as impairment.
Impairment of Long-lived Assets	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, 2024 and December 31, 2023.
Revenue Recognition	Revenue Recognition   We recognize revenue for merchandise sales, net of expected returns and sales tax, at the time of in-store purchase or delivery of the product to our customer. When merchandise is shipped to our customers, we estimate receipt based on historical experience. Revenue is deferred and a liability is established for sales returns based on historical return rates and sales for the return period. We recognize an asset and corresponding adjustment to cost of sales for our right to recover returned merchandise. At each financial reporting date, we assess our estimates of expected returns, refund liabilities and return assets. For merchandise sold in our stores and online, tender is accepted at the point of sale. When we receive payment before the customer has taken possession of the merchandise, the amount received is recorded as deferred revenue until the transaction is complete. Our performance obligations for unfulfilled merchandise orders are typically satisfied within one week. Shipping and handling fees charged to guests relate to fulfilment activities and are included in net sales with the corresponding costs recorded in cost of sales.
Cost of Sales	Cost of Sales   Cost of sales includes the actual cost of merchandise sold and services performed; the cost of transportation of merchandise from vendors to our distribution network, stores, or customers; shipping and handling costs from our stores or distribution network to customers; and the operating cost and depreciation of our sourcing and distribution network and online fulfilment centers.
Net Income per Share	Net Income per Share   The Company computes basic and diluted income per share amounts pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic income per share is computed by dividing net income available to common shareholders, by the weighted average number of shares of common stock outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted income per share is computed by dividing net income available to common shareholders by the diluted weighted average number of shares of common stock during the period. The diluted weighted average number of common shares outstanding is the basic weighted number of shares adjusted as of the first day of the year for any potentially diluted debt or equity.     The dilutive effect of outstanding convertible securities and preferred stock is reflected in diluted earnings per share by application of the if-converted method.   During the six months ended June 30, 2024 and 2023, 6,673,712 and 8,476,510 shares issuable upon the conversion of convertible note, respectively, and 20,000,000 shares issuable upon the conversion of preferred shares, were considered for their dilutive effects but were determined to be anti-dilutive.
Income Taxes	Income Taxes   The Company accounts for income taxes in accordance with FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and loss carryforwards and their respective tax bases.   Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income (loss) in the years in which those temporary differences are expected to be recovered or settled.   The effect of a change in tax rules on deferred tax assets and liabilities is recognized in operations in the year of change. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized.   Tax benefits of uncertain tax positions are recognized only if it is more likely than not that the Company will be able to sustain a position taken on an income tax return. The Company has no liability for uncertain tax positions as of June 30, 2024, and December 31, 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 three and six months ended June 30, 2024 and 2023.
Segment Information	Segment Information   In accordance with the provisions of ASC 280-10, “Disclosures about Segments of an Enterprise and Related Information,” the Company is required to report financial and descriptive information about its reportable operating segments. The Company has one operating segment as of June 30, 2024, and December 31, 2023.
Effect of Recent Accounting Pronouncements	Effect of Recent Accounting Pronouncements   Recently Issued Accounting Standards Not Yet Adopted   The Company has reviewed all recently issued, but not yet adopted, accounting standards, in order to determine their effects, if any, on its results of operations, financial position or cash flows. Based on that review, the Company believes that no other pronouncements will have a significant effect on its financial statements.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	6 Months Ended
	Jun. 30, 2024
Accounting Policies [Abstract]
SCHEDULE OF ESTIMATED USEFUL LIVE	Classification   Estimated Useful Lives Equipment   5 to 7 years Leasehold improvements   Shorter of useful life or lease term Furniture and fixtures   4 to 7 years Websites   3 years

PROPERTY AND EQUIPMENT (Tables)	6 Months Ended
	Jun. 30, 2024
Property, Plant and Equipment [Abstract]
SCHEDULE OF FIXED ASSETS AND FINANCE LEASE RIGHT OF USE ASSETS	Property and equipment and finance lease right of use assets, stated at cost, less accumulated depreciation at June 30, 2024, and December 31, 2023, consisted of the following:       June 30, 2024     December 31, 2023   Land   $ 970,455     $ 970,455   Equipment     699,057       668,847   Autos and trucks     34,680       34,680   Construction in process     2,442,567       1,722,061   Land and building – rental property     256,387       256,387                     Less: accumulated depreciation     (459,843 )     (423,230 ) Property and equipment, net   $ 3,943,303     $ 3,229,200

CONVERTIBLE NOTE PAYABLE AND NOTES PAYABLE (Tables)	6 Months Ended
	Jun. 30, 2024
Debt Disclosure [Abstract]
SCHEDULE OF FAIR VALUE LIABILITIES MEASURED ON RECURRING BASIS	The following table presents information about the Company’s liabilities measured at fair value on a recurring basis and the Company’s estimated level within the fair value hierarchy of those assets and liabilities as of June 30, 2024, and December 31, 2023:                         Fair value at       Level 1     Level 2     Level 3     June 30, 2024   Liabilities:                                 Derivative liabilities   $ -     $ -     $ 221,485     $ 229,417                           Fair value at       Level 1     Level 2     Level 3     December 31, 2023   Liabilities:                                 Derivative liabilities   $ -     $ -     $ 213,569     $ 213,569
SCHEDULE OF DERIVATIVE LIABILITIES AT FAIR VALUE	Fair value at December 31, 2023   $ 213,569   Loss on change in fair value of derivative liabilities     15,848   Fair value at June 30, 2024   $ 229,417

ACCRUED EXPENSES (Tables)	6 Months Ended
	Jun. 30, 2024
Payables and Accruals [Abstract]
SCHEDULE OF ACCRUED EXPENSES	June 30, 2024     December 31, 2023   Credit cards payable   $ 21,968     $ 183,061   Accrued interest     101,813       95,597   Other accrued expenses     114,239       94,389   Total accrued expenses   $ 238,020     $ 373,047

ASSET ACQUISITION (Tables)	6 Months Ended
	Jun. 30, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]
SCHEDULE OF ASSETS ACQUISITION	Average     Fair Value     Estimated Life Purchase Price:             Notes payable, net of discount   $ 143,637       Total purchase consideration   $ 143,637                     Purchase Allocation:             Inventory   $ 10,000     Less than 1 year Fixed assets     133,637     3 years Total purchase price allocation   $ 143,637

ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative) - shares			6 Months Ended
	Apr. 19, 2018	Jul. 01, 2008	Jun. 30, 2024
Preferred stock voting rights description			Each share of preferred stock has 100 votes per share and is convertible into 10 shares of common stock.
Just Right Products, Inc. [Member] | Series A Preferred Stock [Member]
Issuance of restricted shares	2,000,000
Preferred stock voting rights description	Each share of the Series A preferred stock is convertible into ten shares of common stock, and each share has 100 votes on a fully diluted basis. The Acquisition Shares represented 61% of the voting shares of the Company, and thus there was a change of voting control in connection with the transaction, and the transaction was accounted for as a reverse acquisition.
Just Right Products, Inc. [Member]
Ownership percentage	100.00%
Mr Johnson [Member]
Ownership percentage	100.00%
Common Stock [Member]
Shares issued for assets acquired		10,000,000

SCHEDULE OF ESTIMATED USEFUL LIVE (Details)	Jun. 30, 2024
Equipment [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Fixed assets estimated useful life	5 years
Equipment [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Fixed assets estimated useful life	7 years
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, Plant, and Equipment, Useful Life, Term, Description [Extensible Enumeration]	Useful Life, Shorter of Lease Term or Asset Utility [Member]
Furniture and Fixtures [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Fixed assets estimated useful life	4 years
Furniture and Fixtures [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Fixed assets estimated useful life	7 years
Websites [Member]
Property, Plant and Equipment [Line Items]
Fixed assets estimated useful life	3 years

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)	6 Months Ended		12 Months Ended
	Jun. 30, 2024 USD ($) Segment shares	Jun. 30, 2023 shares	Dec. 31, 2023 USD ($) Segment shares
Product Information [Line Items]
Cash	$ 0		$ 0
Cash FDIC insured limit	250,000
Cash insured amount	0
Allowance for credit loss	0		0
Inventory	401,037		171,233
Assets or liabilities other than derivative liabilities measured at fair value	0		0
Impairments of long-lived assets	$ 0		$ 0
Convertible debt coverted into shares | shares	6,673,712	8,476,510	9,290,560
Preferred shares | shares	20,000,000
Unrecognized tax benefits	$ 0		$ 0
Number of reporting segments | Segment	1		1
Revenue Benchmark [Member] | Supplier Concentration Risk [Member] | Three Vendors [Member]
Product Information [Line Items]
Concentration risk, percentage	82.00%	75.00%

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)		1 Months Ended	6 Months Ended
	Feb. 19, 2014	Mar. 31, 2024	Jun. 30, 2024	Jun. 30, 2023
Supply Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Donation percentage			3.00%
Uniform supply			$ 0	$ 23,303
Franchise Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Lease expiration date	February 2024	March 4, 2029
Lease term	5 years	5 years
Lease description			The Company is obligated to pay 5% of gross revenue for use of systems and manuals.
Amount paid under agreement			$ 9,952	$ 6,944

SCHEDULE OF FIXED ASSETS AND FINANCE LEASE RIGHT OF USE ASSETS (Details) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Less: accumulated depreciation	$ (459,843)	$ (423,230)
Property and equipment, net	3,943,303	3,229,200
Land [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	970,455	970,455
Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	699,057	668,847
Autos and Trucks [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	34,680	34,680
Construction in Progress [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	2,442,567	1,722,061
Land and Building Rental Property [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 256,387	$ 256,387

PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 36,613	$ 32,924

SCHEDULE OF FAIR VALUE LIABILITIES MEASURED ON RECURRING BASIS (Details) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Platform Operator, Crypto Asset [Line Items]
Derivative liabilities	$ 229,417	$ 213,569
Fair Value, Inputs, Level 1 [Member]
Platform Operator, Crypto Asset [Line Items]
Derivative liabilities
Fair Value, Inputs, Level 2 [Member]
Platform Operator, Crypto Asset [Line Items]
Derivative liabilities
Fair Value, Inputs, Level 3 [Member]
Platform Operator, Crypto Asset [Line Items]
Derivative liabilities	$ 221,485	$ 213,569

SCHEDULE OF DERIVATIVE LIABILITIES AT FAIR VALUE (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Debt Disclosure [Abstract]
Fair value, beginning balance			$ 213,569
Loss on change in fair value of derivative liabilities	$ 7,932	$ (28,754)	15,848	$ (81,367)
Fair value, ending balance	$ 229,417		$ 229,417

CONVERTIBLE NOTE PAYABLE AND NOTES PAYABLE (Details Narrative)				6 Months Ended		12 Months Ended
	Apr. 27, 2023 USD ($)	Oct. 25, 2022 USD ($)	Apr. 01, 2018 USD ($)	Jun. 30, 2024 USD ($) Days $ / shares shares	Jun. 30, 2023 USD ($) shares	Dec. 31, 2023 USD ($) $ / shares shares	Dec. 31, 2018 USD ($)
Debt Instrument [Line Items]
Proceeds from convertible debt							$ 106,092
Debt instrument fee amount			$ 53,046
Debt instrument maturity date description			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.
Debt instrument maturity date			Mar. 05, 2023
Conversion of debt into stock				35.00%
Debt trading days | Days				10
Convertible debt coverted into shares | shares				6,673,712	8,476,510	9,290,560
Note balance				$ 106,092		$ 106,092
Change in fair value of derivative liability				15,848	$ 81,367
Secured notes payable				2,029,111		1,318,034
Long term notes payable				1,985,653		1,226,367
Notes payable current				43,458		91,667
Secured Debt [Member]
Debt Instrument [Line Items]
Secured debt		$ 4,618,960
Interest rate		5.50%
Debt instrument due date		Oct. 25, 2032
Loan monthly payment		$ 26,459
Loan cost recorded as debt discount		$ 94,072
Loan costs				4,685
Interest expense				30,009
Loans Payable, Noncurrent				1,985,653		1,230,275
Debt discount amount				78,261		82,947
Secured Debt [Member] | Security Agreement [Member]
Debt Instrument [Line Items]
Loan monthly payment	$ 8,333
Loan cost recorded as debt discount	$ 56,363
Loan costs				14,033
Debt discount amount				23,208		37,241
Notes payable - secured, net of current portion				$ 43,458		$ 87,759
Secured Debt [Member] | October 25, 2027 [Member]
Debt Instrument [Line Items]
Adjusted rate		1.00%
Maximum adjusted rate per annum		18.00%
Measurement Input, Option Volatility [Member]
Debt Instrument [Line Items]
Percentage of embedded derivative liability measurement input				106		112
Measurement Input, Exercise Price [Member]
Debt Instrument [Line Items]
Exercise price | $ / shares				$ 0.0159		$ 0.0114
Measurement Input, Risk Free Interest Rate [Member]
Debt Instrument [Line Items]
Percentage of embedded derivative liability measurement input				5.09		4.79

SCHEDULE OF ACCRUED EXPENSES (Details) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Payables and Accruals [Abstract]
Credit cards payable	$ 21,968	$ 183,061
Accrued interest	101,813	95,597
Other accrued expenses	114,239	94,389
Total accrued expenses	$ 238,020	$ 373,047

ACCRUED EXPENSES (Details Narrative) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Payables and Accruals [Abstract]
Accrued expenses	$ 238,020	$ 373,047

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
M & M Real Estate, Inc. [Member]
Equipment expense	$ 43,500	$ 43,500
Haltom City [Member]
Operating lease payments	$ 6,500

STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($)			3 Months Ended		6 Months Ended
	Oct. 24, 2023	Apr. 27, 2023	Mar. 31, 2024	Jun. 30, 2023	Jun. 30, 2024	Dec. 31, 2023
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock, shares authorized					800,000,000	800,000,000
Preferred stock, shares authorized					80,000,000	80,000,000
Preferred stock, par value					$ 0.001	$ 0.001
Common stock, shares outstanding					156,637,143	156,237,143
Preferred stock, shares outstanding					2,000,000	2,000,000
Preferred stock, voting rights					Each share of preferred stock has 100 votes per share and is convertible into 10 shares of common stock.
Number of shares issued for services		2,585,000
Percentage of sales commissions		20.00%
Issued for service value		$ 100,000
Accrued additional shares	491,923
Fair value recorded in stock payable	$ 15,988		$ 16,560	$ 115,900
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares issued for services					400,000
Advisory fee					$ 16,560
Fair value recorded in stock payable			$ 400	$ 2,885

CONCENTRATION OF CUSTOMERS (Details Narrative) - Customer Concentration Risk [Member]	6 Months Ended		12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Sales Revenues Net [Member] | No Customer [Member]
Concentration Risk [Line Items]
Concentration risk, percentage	10.00%	10.00%
Accounts Receivable [Member] | One Customer [Member]
Concentration Risk [Line Items]
Concentration risk, percentage	12.00%		10.00%

LEASE LIABILITY (Details Narrative) - ft²	Oct. 28, 2022	Jun. 30, 2024
Operating lease, expiration date	Jun. 30, 2024
Operating lease, discount rate	5.50%
Operating lease, remaining lease term	6 months
Haltom City [Member]
Office area		18,000

SCHEDULE OF ASSETS ACQUISITION (Details)	6 Months Ended
	Jun. 30, 2024 USD ($)
Asset Acquisition [Line Items]
Notes payable, net of discount	$ 143,637
Total purchase consideration	143,637
Inventory [Member]
Asset Acquisition [Line Items]
Total purchase price allocation	$ 10,000
Average estimated life	Less than 1 year
Fixed Assets [Member]
Asset Acquisition [Line Items]
Total purchase price allocation	$ 133,637
Average estimated life	3 years
Total Purchase Price [Member]
Asset Acquisition [Line Items]
Total purchase price allocation	$ 143,637

ASSET ACQUISITION (Details Narrative) - USD ($)		6 Months Ended
	Apr. 27, 2023	Jun. 30, 2024
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Fair value amount		$ 143,637
Asset Purchase Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Secured promissory note	$ 200,000
Fair value amount	143,637
Monthly payments	$ 8,333

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