SEC Company Response from ADM ENDEAVORS, INC. (ADMQ) (CIK 0001588014) (ADMQ) — Apr 4, 2014
ADM ENDEAVORS, INC. (ADMQ) (CIK 0001588014)
Date: April 4, 2014 · CIK: 0001588014 · Accession: 0001262463-14-000257
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-191618
Referenced dates: March 25, 2014
Letter
ADM ENDEAVORS, INC.
2021 N. 3rd Street Bismarck, N.D. 58501
701-226-9057 Fax-360-838-9500
tamees@btinet.net
April 3, 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 March 25, 2014 (the “SEC Letter”) regarding the Registration Statement on form S-1 (the “Registration Statement”).
Dealer Prospectus Delivery Obligation, pate
1. In accordance with the staff’s comments, please be advised that the date has been revised in accordance with Item 502(b) of Regulation S-K.
Prospectus' Outside Front Cover Page
2. In accordance with the staff's comments, we have deleted the phrase "until the common stock becomes quotes by a market maker..."
Securities and Exchange Commission
Page Two
April 3, 2014
Plan of Distribution
3. In accordance with the staff's comments, please be advised that the disclosure has been revised to state that the selling shareholder "is" an underwriter.
Experts
4. Please be advised that the firm of Patrick Rodgers, CPA, P.A. was provided a copy of disclosure in the Registration Statement regarding his termination and as such has refused to provide the Exhibit 16 letter. The Registration Statement has been revised to reflect his refusal to provide the Exhibit 16 letter.
Employment Agreements, page 35
5. In accordance with the staff's comments, please be advised that the Registration Statement has been revised to reflect consistent and accurate disclosure regarding the executive salary for Mr. Mees.
6. In accordance with the staff’s comments, please be advised that the Registration Statement has been revised to reflect that Mr. Mees' employment agreement was amended on February 6, 2014 to remove Sections 3(d), (e) and (f) and that he was not paid any bonuses or commissions pursuant to application of Sections 3(d) through (f) of the employment agreement.
7. In accordance with the staff’s comments, please be advised that the Registration Statement has been revised to reflect net income (loss) in the consolidated statement of operations and cash flows.
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.
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CORRESP
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filename1.htm
ADM ENDEAVORS,
INC.
2021 N. 3rd
Street Bismarck, N.D. 58501
701-226-9057
Fax-360-838-9500
tamees@btinet.net
April 3, 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 March 25, 2014 (the “SEC Letter”)
regarding the Registration Statement on form S-1 (the “Registration Statement”).
Dealer Prospectus Delivery Obligation, pate
2
1. In accordance with the staff’s
comments, please be advised that the date has been revised in accordance with Item 502(b) of Regulation S-K.
Prospectus' Outside Front Cover Page
2. In accordance with the staff's comments,
we have deleted the phrase "until the common stock becomes quotes by a market maker..."
1
Securities and Exchange Commission
Page Two
April 3, 2014
Plan of Distribution
3. In accordance with the staff's comments,
please be advised that the disclosure has been revised to state that the selling shareholder "is" an underwriter.
Experts
4. Please be advised that the firm of Patrick
Rodgers, CPA, P.A. was provided a copy of disclosure in the Registration Statement regarding his termination and as such has refused
to provide the Exhibit 16 letter. The Registration Statement has been revised to reflect his refusal to provide the Exhibit 16
letter.
Employment Agreements, page 35
5. In accordance with the staff's comments,
please be advised that the Registration Statement has been revised to reflect consistent and accurate disclosure regarding the
executive salary for Mr. Mees.
6. In accordance with the staff’s
comments, please be advised that the Registration Statement has been revised to reflect that Mr. Mees' employment agreement was
amended on February 6, 2014 to remove Sections 3(d), (e) and (f) and that he was not paid any bonuses or commissions pursuant to
application of Sections 3(d) through (f) of the employment agreement.
7. In accordance with the staff’s
comments, please be advised that the Registration Statement has been revised to reflect net income (loss) in the consolidated statement
of operations and cash flows.
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 Mees
President/Chief Executive Officer
2