SEC Comment Letter for ADM ENDEAVORS, INC. (ADMQ) (CIK 0001588014) (ADMQ) — Nov 4, 2013
ADM ENDEAVORS, INC. (ADMQ) (CIK 0001588014)
Date: Nov. 4, 2013 · CIK: 0001588014 · Accession: 0000000000-13-060556
AI Filing Summary & Sentiment
Reasoning
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -4631 DIVISION OF CORPORATION FINANCE November 4 , 2013 Via E-mail Mr. Ardell Mees Chief Executive Officer ADM Endeavors, Inc. 2021 North 3rd Street Bismarck, ND 58501
Re: ADM Endeavors, Inc. Registration Statement on Form S -1 Filed October 8 , 2013 File No. 333 -191618
Dear Mr. Mees :
We have reviewed your registration statement and have the following comments. In some of our comments, we may ask you to provide us information so that we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe that our comments apply to your facts and circumstances or do not believe an amendment is app ropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments.
Registration Statement’s Facing Page
1. Since the se curities being registered are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, please check the Rule 415 box.
Calculation of Registration Fee, page 2
2. Indicate in footnote (1) the subparagraph of Rule 457 under the Securities Act upon which you relied for the purpose of calculating the registration fee.
Mr. Ardell Mees ADM Endeavors, Inc. November 4 , 2013 Page 2
Dealer Prospectus Delivery Obligation
3. We assume that the date “Until October 8, 2013” is an inadvertent error. Please revise. In addition, consider relocating this disclosure on the outside back cover of the prospectus. Refer to Item 502(b) of Regulation S -K.
Prospectus’ Outside Front Cover Page
4. Limit the outside cover page to one page as required by Item 501(b) of Regulation S -K. In this regard, please consider relocating the emerging growth company disclosure in another section of the filing. In addition, please revise the emerging growth company disclosure to clearly state that you have elected to take advantage of the extended transition perio d for complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act.
5. Since Mr. Ardell Mees, the company’s CEO, is the only selling stockholder, revise the disclosure here and, as appropriate, elsewhere in the registration s tatement to indicate that fact.
6. You disclose that Mr. Ardell Mees, the only selling stockholder, is “an underwriter…” We also note that in your Plan of Distribution disclosure on page 16 you disclose that the selling stockholder “might be deemed to be” a n underwriter. If the offering constitutes a primary offering by or on behalf of the issuer, then the offering must be conducted at a fixed priced for the entire duration of the offering period. Since the offe ring would then appear to be conducted in compliance with Rule 415(a)(1)(ix) under the Securities Act, then at the time the registration statement becomes effective, the amount of securities registered should be reasonably expected to be offered and sold within two years from the effective date. Please see Rule 415(a)(2) under the Securities Act. For additional guidance, refer to Question 212.6 of the Securities Act Rules section in our Compliance and Disclosure Interpretations available on the Commission’s website. Please advise, or otherwise revise your disclosures throughout the reg istration statement, including Plan of Distribution disclosure to reflect that the offering represents a primary offering. To the extent necessary, please consider adjusting the offering amount accordingly to ensure compliance with Rule 415(a)(2). If the CEO was inadvertently identified as an underwriter on the prospectus cover page and you believe that his offering of securities represents a secondary offering within the ambit of Rule 415(a )(1)(i) under the Securities Act, then please provide us
Mr. Ardell Mees ADM Endeavors, Inc. November 4 , 2013 Page 3
a detailed legal analysis on why the sale of the shares by the CEO should be regarded as a secondary offering that is eligible to be made on a delayed or continuous basis under Rule 415(a)(1)(i) rath er than as a primary offering. For additional guidance, please see Item 612 .09 of the Securities Act Rules Compliance and Disclosure Interpretations available on the Commission’s website. We may have additional comments follow ing the review of your response.
7. Please identify here the offering period. In this regard, we note your “Termination of the Offering” disclosure on page 7. To the extent that the selling stockholder is considered to be a statutory underwriter in connect ion with this offering, then the selling stockholder may not rely on Rule 144 for the sale of any of the securities covered by the registration statement. Please consider identifying an actual date when the offering will terminate.
8. Please remove the dupl icative “Subject to Completion” legend.
9. Please disclose the net proceeds to the selling stockholder on an aggregate basis. Refer to Item 501(b)(3) of Regulation S -K.
Our Business, pages 6 and 23
10. Briefly disclose how long you have been an operating business.
11. Disclose the specific geographic area in which you have current operations and the additional geographic areas in which you are seeking to expand your operations. We note the broad reference to your market area of the Midwest on page 24.
Summa ry Financial and Operating Information, page 7
12. The numbers included in your summary presentation do not correspond with your financial statement numbers. For example, for fiscal year 2012, your financial statements on page F - 14 indicate sales of $225,415 while the summary presentation on page 8 lists revenues f or the same period of $147,137. Please note that this is only one example. Please reconcile your disclosures accordingly.
Disclosure Regarding Forward -looking Statements, page 8
13. Please revise t he last paragraph of your disclosure to state that you do not plan to update the forward -looking statements contained in the prospectus other than as required by law.
Mr. Ardell Mees ADM Endeavors, Inc. November 4 , 2013 Page 4
Risk Factors, page 9
Construction and production capacities that do not match demand fo r our products could result in lost sales…, page 9 Our failure to manage growth could harm it, page 10
14. We note that in these two risk factors you refer to “manufacturing” capacity and “engineering resources.” Since you describe your business as providin g “customized construction and installation of grocery store décor” (see “Our Business” disclosure on page 23), please revise your disclosure to provide a clearer understanding of what type of manufacturing capabilities you have and briefly describe the en gineering resources you possess and how they relate to your business operations.
We may depend on OEMs…, page 11 We may purchase key grocery store components and products from single or limited sources…, page 11
15. You state that original component manufac turers “may produce some of your products lines” or that you “may purchase” some products from single or limited sources. With a view towards disclosure, please tell us whether you are currently dependent on OEMs or any single supplier and how such depend ence may have affected your business. To the extent necessary, please also observe the disclosure requirements of Item 101(h)(4)(v) of Regulation S-K.
Purchasers in this offering will have limited control over decision making…, page 14
16. Since you are incorporated in Nevada, the relevance of the reference to “provisions of California law” is unclear. Please revise. In addition, please consider adding a separate risk factor disclosure addressing conflicts of interest which may arise given Mr. Mees’ substantial owne rship interest.
Determination of Offering Price, page 15
17. The statement that you have a limited operating history appears inconsistent with disclosure on page 18 that you have a 25 year history. Please reconcile the disclosures.
Selling Security Holders , page 16
18. Briefly describe here the material terms of the transaction(s) pursuant to which Mr. Mees
Mr. Ardell Mees ADM Endeavors, Inc. November 4 , 2013 Page 5
acquired the shares covered by the registration statement. Please ensure to indicate when the private placement transaction(s) took place, the total consi deration received by the company, as well as describe any rights attached to the shares ( i.e., registration rights).
19. Please revise the tabular disclosure to include the amount, not only the percentage, of the class of securities owned by the selling secur ity holder after the offering. Refer to Item 507 of Regulation S -K.
Directors, Executive Officers, Promoters and Control Persons, page 18
20. With respect to Mr. Larry Aamold and M s. Chramaine Matteis , please revise their biographical information to discuss the specific experience, qualifications, attributes , or skills that led to the conclusion that he or she should serve as your director in light of your business and structure. Please refer to Item 401(e) (1) of Regulation S -K.
Certain Relationships and R elated Transactions, page 20
21. Please disclose if there is a family relationship between Mr. Ardell Mees and M s. Tammera Anne Mees.
Shares issued for consulting services, page 20
22. Please disclose the nature of consulting services rendered by Mr. Calvin Mee s. Disclose also the value of the 2,250,000 shares of common stock issued to Mr. Calvin Mees for consulting services. We note the disclosure on page 33 that issuance of the shares resulted in a consulting expense of $562,500. See Item 404(a)(3) of Regul ation S -K. Please comply with this comment also with respect to the 20 million Series A preferred s hares issued to Mr. Ardell Mees for executive services.
Common Stock, page 21
23. Disclose whether holders of your shares of common stock have cumulative voting rights in the election of directors. Refer to Item 202(a)(1) of Regulation S -K.
Validity of Securities, page 22
24. Please provide counsel’s address as required by paragraph 26 of Schedule A to the Securities Act.
Mr. Ardell Mees ADM Endeavors, Inc. November 4 , 2013 Page 6
Description of Business, page 23
General
25. We note the disclosure on page 26 that the majority of your revenues are obtained from two customers, Super Valu, Inc. and Associated Wholesale Grocers. Disclose in the business section your dependence on these two major customers. See Item 101(h)(4)(vi) of Regulation S -K. Additionally, advise what consideration you have given to risk factor disclosure of your dependence on these two major customers.
Our Business, page 23
26. Please revise your disclosure to state that you acquired all o f the assets of ADM Enterprises, LLC rather than ADM Enterprises, Inc., on July 1, 2008 and not on January 5, 2001. In addition, at the end of the paragraph correctly state that ADM Endeavors, Inc. was a North Dakota corporation which was l ater redomicile d to Nevada.
27. Based on the share e xchange transacti on, it appears that the company , even though initially incorporate d in 2001 under the laws of North Dakota and redomiciled to Nevada in 2006 , conducted its business through the LLC entity until 2008. If tru e, please clarify this fact in your disclosures. In addition, since you state that ADM Enterprises LLC became your wholly owned subsidiary, please describe the types of activities currently carried on by your subsidiary , and file with your next amendment a list of the company’s subsidiaries as Exhibit 21.
28. Please disclose the timeframe that you anticipate for establishing an online presence.
Our Target Markets and Marketing Strategy, page 23
29. You state that you believe that your primary target market “will consist of various large retail grocers…” As it appears that you have operated in the same industry for several years, please revise your disclosure to indicate your current target market.
Management’s Discussion and Analysis of Financial Condition and Results of O perations, page
Revenues, page 25
30. Please i dentify in which states in the mid western Unites States you plan to increase your sales presence.
Mr. Ardell Mees ADM Endeavors, Inc. November 4 , 2013 Page 7
Operating Activities, page 26
31. Please revise to describe the nature of the consulting services provided by the related party during the six months ended June 30, 2013 for which you issued $562,500 of stock as compensation.
Liquidity and Capital Resources, page 27
32. Please revise to quantify how much additional funding you believe is needed to support operati ng ac tivities in the next 12 months, including “plans to hire and train future sales managers who will work from a satellite office in the mid -western United States” and costs to open the satellite o ffice. Please discuss your long term liquidity needs as discus sed in Section 501.03.a of the Codification of Financial Reporting Policies.
33. Please revise the statement on page 25 about using offering proceeds to fund a satellite office , given that you will receive no proceeds from this offering.
34. You state that your total current assets for fiscal year 2012 and for the period ended June 30, 2013 were mainly comprised of cash assets. We note that your balance sheet indicates properties and equipment , net of $3,987 and $3,527 for each respective period. We also note that E xhibit 2 of the share exchange a greement (Exhibit 10.1) lists assets and property interests acquired by the corporate entity during the share exchange , valued at $119,085.00. With a view towards disclosure, please explain to us what caused the material dec rease in the value of your assets.
35. Please disclose whether you have entered into any arrangements for raising any funding necessary to finance your operations. In this regard, we note that you obtain loans from shareholders as a means to finance your bus iness operations. Please also revise your disclosure to describe the material terms of the loan arrangements, and file as exhibits any loan agreements entered into with your loaning shareholders, or otherwise tell us why you would not be required to do so . Note that if the company is party to an oral contract that would be required to be filed as an exhibit under Item 601(b)(10) of Regulation S -K if it were written, the company should provide a written description of the contract similar to that required for oral contracts or arrangements under Item 601(b)(10)(iii) of Regulation S -K. For guidance you may wish to refer to Question 146.04 in the Regulation S -K section of our Compliance and Disclosure Interpretations available on the Commission’s website.
Mr. Ardell Mees ADM Endeavors, Inc. November 4 , 2013 Page 8
Executive Compensation, page 30
36. Please file Mr. Ardell Mees’ employment agreement as an exhibit with your next amendment.
37. You disclose that Mr. Ardell Mees’ employment agreement provides for a salary of $72,000; however, in the salary column of the summar y compensation table you disclose $15,823 which is the amount of salary he was paid in 2012. To the extent that Mr. Mees has earned the salary contemplated by the terms of the employment agreement, that amount must be disclosed in the summary compensation table. Refer to Item 402(n)(2)(iii) of Regulation S - K. Please advise , or otherwise revise your disclosure accordingly.
Recent Sales of Unregistered Securities, page 33
38. Please revise the disclosure in the opening paragraph to indicate January 4, 2001 as the company’s incorporation date rather than May 9, 2006, which was the date the company was converted into a Nevada corporation.
Undertakings, page 34
39. The undertakings under paragraphs “4)” and “5)b” as well as th
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 -4631
DIVISION OF
CORPORATION FINANCE
November 4 , 2013
Via E-mail
Mr. Ardell Mees
Chief Executive Officer
ADM Endeavors, Inc.
2021 North 3rd Street
Bismarck, ND 58501
Re: ADM Endeavors, Inc.
Registration Statement on Form S -1
Filed October 8 , 2013
File No. 333 -191618
Dear Mr. Mees :
We have reviewed your registration statement and have the following comments. In
some of our comments, we may ask you to provide us information so that we may better
understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe that our comments apply to your facts and
circumstances or do not believe an amendment is app ropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement’s Facing Page
1. Since the se curities being registered are to be offered on a delayed or continuous basis
pursuant to Rule 415 under the Securities Act, please check the Rule 415 box.
Calculation of Registration Fee, page 2
2. Indicate in footnote (1) the subparagraph of Rule 457 under the Securities Act upon which
you relied for the purpose of calculating the registration fee.
Mr. Ardell Mees
ADM Endeavors, Inc.
November 4 , 2013
Page 2
Dealer Prospectus Delivery Obligation
3. We assume that the date “Until October 8, 2013” is an inadvertent error. Please revise. In
addition, consider relocating this disclosure on the outside back cover of the prospectus.
Refer to Item 502(b) of Regulation S -K.
Prospectus’ Outside Front Cover Page
4. Limit the outside cover page to one page as required by Item 501(b) of Regulation S -K. In
this regard, please consider relocating the emerging growth company disclosure in another
section of the filing. In addition, please revise the emerging growth company disclosure to
clearly state that you have elected to take advantage of the extended transition perio d for
complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS
Act.
5. Since Mr. Ardell Mees, the company’s CEO, is the only selling stockholder, revise the
disclosure here and, as appropriate, elsewhere in the registration s tatement to indicate that
fact.
6. You disclose that Mr. Ardell Mees, the only selling stockholder, is “an underwriter…” We
also note that in your Plan of Distribution disclosure on page 16 you disclose that the selling
stockholder “might be deemed to be” a n underwriter.
If the offering constitutes a primary offering by or on behalf of the issuer, then the
offering must be conducted at a fixed priced for the entire duration of the offering
period. Since the offe ring would then appear to be conducted in compliance with
Rule 415(a)(1)(ix) under the Securities Act, then at the time the registration statement
becomes effective, the amount of securities registered should be reasonably expected
to be offered and sold within two years from the effective date. Please see Rule
415(a)(2) under the Securities Act. For additional guidance, refer to Question 212.6
of the Securities Act Rules section in our Compliance and Disclosure Interpretations
available on the Commission’s website. Please advise, or otherwise revise your
disclosures throughout the reg istration statement, including Plan of Distribution
disclosure to reflect that the offering represents a primary offering. To the extent
necessary, please consider adjusting the offering amount accordingly to ensure
compliance with Rule 415(a)(2).
If the CEO was inadvertently identified as an underwriter on the prospectus cover
page and you believe that his offering of securities represents a secondary offering
within the ambit of Rule 415(a )(1)(i) under the Securities Act, then please provide us
Mr. Ardell Mees
ADM Endeavors, Inc.
November 4 , 2013
Page 3
a detailed legal analysis on why the sale of the shares by the CEO should be regarded
as a secondary offering that is eligible to be made on a delayed or continuous basis
under Rule 415(a)(1)(i) rath er than as a primary offering. For additional guidance,
please see Item 612 .09 of the Securities Act Rules Compliance and Disclosure
Interpretations available on the Commission’s website. We may have additional
comments follow ing the review of your response.
7. Please identify here the offering period. In this regard, we note your “Termination of the
Offering” disclosure on page 7. To the extent that the selling stockholder is considered to be
a statutory underwriter in connect ion with this offering, then the selling stockholder may not
rely on Rule 144 for the sale of any of the securities covered by the registration statement.
Please consider identifying an actual date when the offering will terminate.
8. Please remove the dupl icative “Subject to Completion” legend.
9. Please disclose the net proceeds to the selling stockholder on an aggregate basis. Refer to
Item 501(b)(3) of Regulation S -K.
Our Business, pages 6 and 23
10. Briefly disclose how long you have been an operating business.
11. Disclose the specific geographic area in which you have current operations and the additional
geographic areas in which you are seeking to expand your operations. We note the broad
reference to your market area of the Midwest on page 24.
Summa ry Financial and Operating Information, page 7
12. The numbers included in your summary presentation do not correspond with your financial
statement numbers. For example, for fiscal year 2012, your financial statements on page F -
14 indicate sales of $225,415 while the summary presentation on page 8 lists revenues f or the
same period of $147,137. Please note that this is only one example. Please reconcile your
disclosures accordingly.
Disclosure Regarding Forward -looking Statements, page 8
13. Please revise t he last paragraph of your disclosure to state that you do not plan to update the
forward -looking statements contained in the prospectus other than as required by law.
Mr. Ardell Mees
ADM Endeavors, Inc.
November 4 , 2013
Page 4
Risk Factors, page 9
Construction and production capacities that do not match demand fo r our products could result in
lost sales…, page 9
Our failure to manage growth could harm it, page 10
14. We note that in these two risk factors you refer to “manufacturing” capacity and “engineering
resources.” Since you describe your business as providin g “customized construction and
installation of grocery store décor” (see “Our Business” disclosure on page 23), please revise
your disclosure to provide a clearer understanding of what type of manufacturing capabilities
you have and briefly describe the en gineering resources you possess and how they relate to
your business operations.
We may depend on OEMs…, page 11
We may purchase key grocery store components and products from single or limited sources…,
page 11
15. You state that original component manufac turers “may produce some of your products lines”
or that you “may purchase” some products from single or limited sources. With a view
towards disclosure, please tell us whether you are currently dependent on OEMs or any
single supplier and how such depend ence may have affected your business. To the extent
necessary, please also observe the disclosure requirements of Item 101(h)(4)(v) of Regulation
S-K.
Purchasers in this offering will have limited control over decision making…, page 14
16. Since you are incorporated in Nevada, the relevance of the reference to “provisions of
California law” is unclear. Please revise. In addition, please consider adding a separate risk
factor disclosure addressing conflicts of interest which may arise given Mr. Mees’ substantial
owne rship interest.
Determination of Offering Price, page 15
17. The statement that you have a limited operating history appears inconsistent with disclosure
on page 18 that you have a 25 year history. Please reconcile the disclosures.
Selling Security Holders , page 16
18. Briefly describe here the material terms of the transaction(s) pursuant to which Mr. Mees
Mr. Ardell Mees
ADM Endeavors, Inc.
November 4 , 2013
Page 5
acquired the shares covered by the registration statement. Please ensure to indicate when the
private placement transaction(s) took place, the total consi deration received by the company,
as well as describe any rights attached to the shares ( i.e., registration rights).
19. Please revise the tabular disclosure to include the amount, not only the percentage, of the
class of securities owned by the selling secur ity holder after the offering. Refer to Item 507
of Regulation S -K.
Directors, Executive Officers, Promoters and Control Persons, page 18
20. With respect to Mr. Larry Aamold and M s. Chramaine Matteis , please revise their
biographical information to discuss the specific experience, qualifications, attributes , or skills
that led to the conclusion that he or she should serve as your director in light of your business
and structure. Please refer to Item 401(e) (1) of Regulation S -K.
Certain Relationships and R elated Transactions, page 20
21. Please disclose if there is a family relationship between Mr. Ardell Mees and M s. Tammera
Anne Mees.
Shares issued for consulting services, page 20
22. Please disclose the nature of consulting services rendered by Mr. Calvin Mee s. Disclose also
the value of the 2,250,000 shares of common stock issued to Mr. Calvin Mees for consulting
services. We note the disclosure on page 33 that issuance of the shares resulted in a
consulting expense of $562,500. See Item 404(a)(3) of Regul ation S -K. Please comply with
this comment also with respect to the 20 million Series A preferred s hares issued to Mr.
Ardell Mees for executive services.
Common Stock, page 21
23. Disclose whether holders of your shares of common stock have cumulative voting rights in
the election of directors. Refer to Item 202(a)(1) of Regulation S -K.
Validity of Securities, page 22
24. Please provide counsel’s address as required by paragraph 26 of Schedule A to the Securities
Act.
Mr. Ardell Mees
ADM Endeavors, Inc.
November 4 , 2013
Page 6
Description of Business, page 23
General
25. We note the disclosure on page 26 that the majority of your revenues are obtained from two
customers, Super Valu, Inc. and Associated Wholesale Grocers. Disclose in the business
section your dependence on these two major customers. See Item 101(h)(4)(vi) of
Regulation S -K. Additionally, advise what consideration you have given to risk factor
disclosure of your dependence on these two major customers.
Our Business, page 23
26. Please revise your disclosure to state that you acquired all o f the assets of ADM Enterprises,
LLC rather than ADM Enterprises, Inc., on July 1, 2008 and not on January 5, 2001. In
addition, at the end of the paragraph correctly state that ADM Endeavors, Inc. was a North
Dakota corporation which was l ater redomicile d to Nevada.
27. Based on the share e xchange transacti on, it appears that the company , even though initially
incorporate d in 2001 under the laws of North Dakota and redomiciled to Nevada in 2006 ,
conducted its business through the LLC entity until 2008. If tru e, please clarify this fact in
your disclosures. In addition, since you state that ADM Enterprises LLC became your
wholly owned subsidiary, please describe the types of activities currently carried on by your
subsidiary , and file with your next amendment a list of the company’s subsidiaries as Exhibit
21.
28. Please disclose the timeframe that you anticipate for establishing an online presence.
Our Target Markets and Marketing Strategy, page 23
29. You state that you believe that your primary target market “will consist of various large retail
grocers…” As it appears that you have operated in the same industry for several years,
please revise your disclosure to indicate your current target market.
Management’s Discussion and Analysis of Financial Condition and Results of O perations, page
25
Revenues, page 25
30. Please i dentify in which states in the mid western Unites States you plan to increase your
sales presence.
Mr. Ardell Mees
ADM Endeavors, Inc.
November 4 , 2013
Page 7
Operating Activities, page 26
31. Please revise to describe the nature of the consulting services provided by the related party
during the six months ended June 30, 2013 for which you issued $562,500 of stock as
compensation.
Liquidity and Capital Resources, page 27
32. Please revise to quantify how much additional funding you believe is needed to support
operati ng ac tivities in the next 12 months, including “plans to hire and train future sales
managers who will work from a satellite office in the mid -western United States” and costs
to open the satellite o ffice. Please discuss your long term liquidity needs as discus sed in
Section 501.03.a of the Codification of Financial Reporting Policies.
33. Please revise the statement on page 25 about using offering proceeds to fund a satellite
office , given that you will receive no proceeds from this offering.
34. You state that your total current assets for fiscal year 2012 and for the period ended June 30,
2013 were mainly comprised of cash assets. We note that your balance sheet indicates
properties and equipment , net of $3,987 and $3,527 for each respective period. We also note
that E xhibit 2 of the share exchange a greement (Exhibit 10.1) lists assets and property
interests acquired by the corporate entity during the share exchange , valued at $119,085.00.
With a view towards disclosure, please explain to us what caused the material dec rease in the
value of your assets.
35. Please disclose whether you have entered into any arrangements for raising any funding
necessary to finance your operations. In this regard, we note that you obtain loans from
shareholders as a means to finance your bus iness operations. Please also revise your
disclosure to describe the material terms of the loan arrangements, and file as exhibits any
loan agreements entered into with your loaning shareholders, or otherwise tell us why you
would not be required to do so . Note that if the company is party to an oral contract that
would be required to be filed as an exhibit under Item 601(b)(10) of Regulation S -K if it
were written, the company should provide a written description of the contract similar to that
required for oral contracts or arrangements under Item 601(b)(10)(iii) of Regulation S -K.
For guidance you may wish to refer to Question 146.04 in the Regulation S -K section of our
Compliance and Disclosure Interpretations available on the Commission’s website.
Mr. Ardell Mees
ADM Endeavors, Inc.
November 4 , 2013
Page 8
Executive Compensation, page 30
36. Please file Mr. Ardell Mees’ employment agreement as an exhibit with your next
amendment.
37. You disclose that Mr. Ardell Mees’ employment agreement provides for a salary of $72,000;
however, in the salary column of the summar y compensation table you disclose $15,823
which is the amount of salary he was paid in 2012. To the extent that Mr. Mees has earned
the salary contemplated by the terms of the employment agreement, that amount must be
disclosed in the summary compensation table. Refer to Item 402(n)(2)(iii) of Regulation S -
K. Please advise , or otherwise revise your disclosure accordingly.
Recent Sales of Unregistered Securities, page 33
38. Please revise the disclosure in the opening paragraph to indicate January 4, 2001 as the
company’s incorporation date rather than May 9, 2006, which was the date the company was
converted into a Nevada corporation.
Undertakings, page 34
39. The undertakings under paragraphs “4)” and “5)b” as well as th