SEC Company Response from ADM ENDEAVORS, INC. (ADMQ) (CIK 0001588014) (ADMQ) — Mar 19, 2014
ADM ENDEAVORS, INC. (ADMQ) (CIK 0001588014)
Date: March 19, 2014 · CIK: 0001588014 · Accession: 0001262463-14-000181
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-191618
Referenced dates: February 6, 2014
Letter
ADM ENDEAVORS, INC.
2021 N. 3rd Street Bismarck, N.D. 58501
701-226-9057 Fax-360-838-9500
tamees@btinet.net
March 19, 2014
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549
Attn: Pamela A. Long, Assistant Director
Era Anagnosti, Staff Attorney
Edward M. Kelly, Senior Counsel
Jenn Do, Staff Accountant
Alfred P. Pavot, Jr., Staff Accountant
Re: ADM Endeavors, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed January 23, 2014
File No. 333-191618
To Whom It May Concern:
On behalf of ADM Endeavors, Inc., a Nevada corporation (the “Company”), we submit the following responses which respond to the numerical comments contained in the Securities and Exchange Commission letter dated February 6, 2014 (the “SEC Letter”) regarding the Registration Statement on form S-1 (the “Registration Statement”).
Prospectus Outside Front Cover Page
1. In accordance with the staff’s comments, we have removed the requested disclosure regarding pricing as it relates to a primary offering. .
2. In accordance with the staff's comments, we have added further disclosure regarding termination date of the offering.
3. In accordance with the staff's comments, the last sentence has been revised to reflect that the offering constitutes a primary offering and the amount of securities registered will be offered and sold within two years from the effective date at which time the offering will terminate.
Securities and Exchange Commission
Page Two
March 19, 2014
4. In accordance with the staff's comments, the disclosure referencing the "mining exploration industry" has been deleted.
Any future market price for our shares may be volatile, page 16
5. In accordance with the staff's comments, please be advised that the Registration Statement has been revised deleting reference to "financial literacy products and industry". We have also deleted reference to fluctuations of exchange rates between foreign currency and the U.S. Dollar.
Plan of Distribution, page 20
6. In accordance with the staff’s comments, please be advised that the Registration Statement has been revised to indicate that the selling stockholder is an underwriter.
Shares issued for consulting services, page
7. In accordance with the staff’s comments, please be advised that the disclosure has been revised to identify the related party consultant.
Revenues, page 32
8. In accordance with the staff's comments, please be advised that the Registration Statement has been revised to identify the states where the Company intends to increase sales presence and that the Company will not be receiving any funds raised in the offering.
Liquidity and Capital Resources, page 35
9. In accordance with the staff's comments, please be advised that the Registration Statement has been revised to reflect that each of the Company’s five targeted expansion areas will require approximately $200,000 each in start-up capital for a total of $1,000,000 over a two year rollout period.
Securities and Exchange Commission
Page Three
March 19, 2014
Executive Compensation, page 38
10. In accordance with the staff's comments, please be advised that the Registration Statement has been revised to provide disclosure regarding executive compensation, including fiscal year ended December 31, 2013.
11. In accordance with the staff's comments, please be advised that the Registration Statement has been revised to reflect the issuance of the 20,000,000 shares of Series A convertible preferred stock, the value per share and that the Series A preferred shares were issued as compensation.
Employment Agreements, page 39
12. In accordance with the staff's comments, please be advised that the disclosure has been revised elaborating on the terms and provisions of Mr. Mees' employment agreement, including Sections 3(d) and (f).
Dealer Prospectus Delivery Obligation, page
13. In accordance with the staff's comments, please be advised that the Registration Statement has been revised to correct the date in accordance with Item 502(b) of Regulation S-K.
Signatures, page 46
14. In accordance with the staff's comments, please be advised that the principal financial officer and principal accounting officer and each person's executive position has been specifically referenced.
Financial Statements
15. In accordance with the staff's comments, we have noted the financial statement updating requirements in Article 8-08 of Regulation S-X.
Securities and Exchange Commission
Page Four
March 19, 2014
Note 7, Stockholders' Equity, page F-11
16. In accordance with the staff's comments, please be advised that the footnote has been amended to reflect that shares issued as compensation are recorded at par value of $0.001 per share.
Exhibits
17. In accordance with the staff's comments, please be advised that the Certificate of Designation has been filed as an exhibit.
18. In accordance with the staff’s comments, please be advised that the "Form of Subscription Agreement" has been deleted.
Exhibit 23.1
19. In accordance with the staff's comments, please be advised that consent has been updated to current date.
On behalf of the Company, we submit the following acknowledgements:
(a) the Company is responsible for the adequacy and accuracy of the disclosure in the filings;
(b) staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
(c) the Company may not assert staff comments as a defense in any proceeding initiated by the Commission of any person under the federal securities laws of the United States.
Sincerely,
ADM Endeavors Inc.
Show Raw Text
CORRESP
1
filename1.htm
ADM ENDEAVORS,
INC.
2021 N. 3rd
Street Bismarck, N.D. 58501
701-226-9057
Fax-360-838-9500
tamees@btinet.net
March 19, 2014
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549
Attn: Pamela A. Long, Assistant Director
Era Anagnosti, Staff Attorney
Edward M. Kelly, Senior Counsel
Jenn Do, Staff Accountant
Alfred P. Pavot, Jr., Staff Accountant
Re: ADM Endeavors, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed January 23, 2014
File No. 333-191618
To Whom It May Concern:
On behalf of ADM Endeavors, Inc., a Nevada corporation (the “Company”), we submit the following responses which respond
to the numerical comments contained in the Securities and Exchange Commission letter dated February 6, 2014 (the “SEC Letter”)
regarding the Registration Statement on form S-1 (the “Registration Statement”).
Prospectus Outside Front Cover Page
1. In accordance with the staff’s
comments, we have removed the requested disclosure regarding pricing as it relates to a primary offering. .
2. In accordance with the staff's comments,
we have added further disclosure regarding termination date of the offering.
3. In accordance
with the staff's comments, the last sentence has been revised to reflect that the offering constitutes a primary offering and the
amount of securities registered will be offered and sold within two years from the effective date at which time the offering will
terminate.
1
Securities and Exchange Commission
Page Two
March 19, 2014
4. In accordance with the staff's comments,
the disclosure referencing the "mining exploration industry" has been deleted.
Any future market price for our shares may
be volatile, page 16
5. In accordance with the staff's comments,
please be advised that the Registration Statement has been revised deleting reference to "financial literacy products and
industry". We have also deleted reference to fluctuations of exchange rates between foreign currency and the U.S. Dollar.
Plan of Distribution, page 20
6. In accordance with the staff’s
comments, please be advised that the Registration Statement has been revised to indicate that the selling stockholder is an underwriter.
Shares issued for consulting services, page
25
7. In accordance with the staff’s
comments, please be advised that the disclosure has been revised to identify the related party consultant.
Revenues, page 32
8. In accordance with the staff's comments,
please be advised that the Registration Statement has been revised to identify the states where the Company intends to increase
sales presence and that the Company will not be receiving any funds raised in the offering.
Liquidity and Capital Resources, page 35
9. In accordance with the staff's comments,
please be advised that the Registration Statement has been revised to reflect that each of the Company’s five targeted expansion
areas will require approximately $200,000 each in start-up capital for a total of $1,000,000 over a two year rollout period.
2
Securities and Exchange Commission
Page Three
March 19, 2014
Executive Compensation, page 38
10. In accordance with the staff's comments,
please be advised that the Registration Statement has been revised to provide disclosure regarding executive compensation, including
fiscal year ended December 31, 2013.
11. In accordance with the staff's comments,
please be advised that the Registration Statement has been revised to reflect the issuance of the 20,000,000 shares of Series A
convertible preferred stock, the value per share and that the Series A preferred shares were issued as compensation.
Employment Agreements, page 39
12. In accordance with the staff's comments,
please be advised that the disclosure has been revised elaborating on the terms and provisions of Mr. Mees' employment agreement,
including Sections 3(d) and (f).
Dealer Prospectus Delivery Obligation, page
39
13. In accordance with the staff's comments,
please be advised that the Registration Statement has been revised to correct the date in accordance with Item 502(b) of Regulation
S-K.
Signatures, page 46
14. In accordance with the staff's comments,
please be advised that the principal financial officer and principal accounting officer and each person's executive position has
been specifically referenced.
Financial Statements
15. In accordance with the staff's comments,
we have noted the financial statement updating requirements in Article 8-08 of Regulation S-X.
3
Securities and Exchange Commission
Page Four
March 19, 2014
Note 7, Stockholders' Equity, page F-11
16. In accordance with the staff's comments,
please be advised that the footnote has been amended to reflect that shares issued as compensation are recorded at par value of
$0.001 per share.
Exhibits
17. In accordance with the staff's comments,
please be advised that the Certificate of Designation has been filed as an exhibit.
18. In accordance with the staff’s
comments, please be advised that the "Form of Subscription Agreement" has been deleted.
Exhibit 23.1
19. In accordance with the staff's comments,
please be advised that consent has been updated to current date.
On behalf of the Company, we submit the following
acknowledgements:
(a) the Company is responsible for the adequacy and accuracy of the disclosure
in the filings;
(b) staff comments or changes to disclosure in response to staff comments
do not foreclose the Commission from taking any action with respect to the filing; and
(c) the Company may not assert staff comments as a defense in any proceeding
initiated by the Commission of any person under the federal securities laws of the United States.
Sincerely,
ADM Endeavors Inc.
By: /s/ Ardell D. Mees
Ardell D. Mees
President/Chief Executive Officer
4