SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 -4631
       DIVISION OF
CORPORATION FINANCE

        February 6, 2014

Via E-mail
Mr. Ardell Mees
Chief Executive Officer
ADM Endeavors, Inc.
2021 North 3rd Street
Bismarck, ND 58501

 Re: ADM Endeavors,  Inc.
  Amendment No. 1 to Registration Statement on Form S -1
  Filed January 23, 2014
 File No. 333 -191618

Dear Mr. Mees :

We have  reviewed the amended filing and have the  comments  below .

Prospectus Outside Front Cover Page

1. Refer to comment six in our November 4, 2013 letter.  Since this is a primary offering which
must be conducted at a fixed price for its entire duration, delete the phrase “until the common
stock becomes quoted by a market maker on the Over -the-Counter Bulletin Board” in the
fifth sen tence in the first paragraph.  Similarly, revise the first paragraph under “Plan of
Distribution” on page 20 to remove the statement that “These sales may be at fixed or
negotiated prices.”

2. As previously requested in comment seven in our November 4, 2013 letter, please identify
here the offering period.

3. Please revise the last sentence of the first paragraph to state that you expect  the amount of
securities being registered to be sold within two years from the effective date of the
registration statement.

4. Since the company is engaged in providing installation services to grocery décor design
companies, we assume that the reference to “risks generally associated with the mining
exploration industry” is inadvertent.  Please revise your disclosure accordingly .

Mr. Ardell Mees
ADM Endeavors, Inc.
February 6, 2014
Page 2

Any future market price for our shares may be volatile, page 16

5. Since the company is engaged in providing installation services to grocery décor design
companies, we assume that the references to financial literacy products and financial literacy
educa tion industries under (iii) and (iv) in the first paragraph is inadvertent.  Please delete.
Additionally, since the company’s operations are in the United States, the relevance of the
reference to fluctuations of exchange rates between foreign currency an d the U.S. dollar
under (vii) in the first paragraph is unclear.  Please revise or advise.

Plan of Distribution, page 20

6. We note disclosure in the seventh paragraph that the selling stockholder and any broker -
dealers “might be deemed” to be underwriters in connection with the sale of the shares.
Revise to indicate that the selling stockholder is an underwriter and that any broker -dealer
may be deemed to be an underwriter.

Shares issued for consulting services, page 25

7. We note your revised disclos ure in response to comment 22 in our November 4, 2013 letter.
Please identify the related party consultant.  See Item 404(a)(1) of Regulation S -K.

Revenues, page 32

8. We reissue comment 30 in our November 4, 2013 letter since y ou have not revised your
disclosure to identify the states where you intend to increase your sales presence.  In
addition, since the company will receive no proceeds from this offering, revise the last
sentence in the second paragraph which states that “th e Company will use funds raised in this
offering…”

Liquidity and Capital Resources, page 35

9. We note your revised disclos ure in response to comment 35 in our November 4, 2013 letter.
Please quantify the known or estimated amount of additional funding tha t management
believes it will need to support operating activities in the next 12 months.

Executive Compensation, page 38

10. Please update executive compensation disclosure for the fiscal year ended December 31,
2013.  In this regard, please revise the seco nd paragraph to indicate that the table summarizes

Mr. Ardell Mees
ADM Endeavors, Inc.
February 6, 2014
Page 3

 compensation paid to your named executive officers rather than directors.  See Item 402(n)
of Regulation S -K.  Additionally, please provide disclosure regarding compensation of
directors as required by Ite m 402(r) of Regulation S -K.  Alternatively, if directors are not
compensated for their service, so indicate.

11. We note that on page 42 you now disclose that the 20 million shares of Series A co nvertible
preferred stock issue d to the chief executive officer “for services performed on behalf of the
Company” were canceled on September 20, 2013.  Please clarify whether these shares were
issued to the CEO as compensation for his services as an officer of the company.  To the
extent that the s hares were issued as compensation (despite their being cancelled), the
amount of such earned compensation may represent compensation which should be disclosed
on the summary compensation table in accordance with Item 402 of Regulation S -K.  Please
advise.

Employment Agreements, page 39

12. Refer to Mr. Ardell Mee s’ 2013 employment agreement filed as Exhibit 10.4.  Please expand
your disclosure  to elaborate on the provisions of Sections 3(d) and (f) of the agreement since
they appear ambiguous.  For example , please explain what a consulting client is, what would
trigger payment of a commission, and whether a monthly benchmark of $50,000 refers to the
commission payable or to the fees collected from a consulting client.  If Mr. Mees has been
paid these commis sions in  the past, please disclose the  amounts earned and/or paid pursuant
to the requirements of Item 402(n).  Please also explain what products are “co -created,” and
what is spli t “60% ADM 40% Ardell Mees.”

Dealer Prospectus Delivery Obligation, page 39

13. We assume that the revised disclosure “Until January 22, 2014” made in response to
comment 3 in our November 4, 2013 letter is inadvertent .  Please correct the date in
accordance with  Item 502(b) of Regulation S -K.

Signatures, page 46

14. Refer to comment 42 in our November 4, 2013 letter.  Your principal financial officer and
principal accounting officer or controller also must sign the registration statement.
Additionally, any person who occupies more than one of the specified positions must indicate
each capacity in which he signs the registration statements.   See Instructions 1 and 2 for
signatures on Form S -1, and revise.

Mr. Ardell Mees
ADM Endeavors, Inc.
February 6, 2014
Page 4

Financial Statements

15. Please note the financial statement updating requirements in Article 8 -08 of Regulation S -X.

Note 7 – Stockholders’ Equity, page F -11

16. We have read your revisions regarding stock compensation in comment s 31 and 44 in our
November 4, 2013  letter .  It remains unclear to us how $1.00 per share is an appropriate
valuation of your common shares, giv en, among other things , minimal assets and cash flows
as well as net losses in all periods. Therefore, please amend your financial statements to
reflect that shares issued as compens ation are recorded at par value or $.001 per share  unless
you can provide objective and reliable evidence supporting an alternative fair value amount.
Refer to ASC 845 -10-30 and 820 -10-35.

Exhibits

17. We note your response to comment 46 in our November 4, 2013 letter.  We are unable to
locate the exhibit containing the certifica te of designation.  Please advise or otherwise file it
with your next amendment.

18. We not e your response to comment 48 in our November 4, 2013 letter; however, you still list
the “Form of Subscription Agreement” as exhibit 10.2 in the exhibit index.  Pleas e revise the
exhibit index accordingly.

Exhibit 23.1

19. Please update the consent to refer to the appropriate amendment of the registration statement.

Mr. Ardell Mees
ADM Endeavors, Inc.
February 6, 2014
Page 5

 You may contact Jenn Do , Staff Accountant, at (202) 551 -3743 or Alfred P. Pavot, Jr.,
Staff Accountant , at (202) 551 -3738  if you have questions about comments on the financial
statements and related matters.  You may contact  Edward M. Kelly, Senior Counsel,  at (202)
551-3728 or Era Anagnosti, Staff Attorney,  at (202) 55 1-3369 with any other questions.

       Very truly yours,

       /s/ Era Anagnosti

       for Pamela A. Long
       Assistant Director

cc: Via E -mail
 Diane D. Dalmy, Esq.
 2000 East 12th Avenue, Suite 32/10B
 Denver, CO 80206