UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):

April 19, 2018

 

Commission File Number: 001-36428

 

  ADM Endeavors, Inc.  
  (Exact name of Registrant as specified in its charter)  

 

Nevada   46-2093679
(State of incorporation)   (IRS Employer ID Number)

 

2021 N. 3 rd Street

Bismarck, ND 58501

(Address of principal executive offices)

 

(701) 226-9057

Registrant’s telephone number, including area code

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

 

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
   
[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
   
[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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. [  ]

 

 

 

     
 

 

Item 1.01 ENTRY INTO MATERIAL DEFINITIVE AGREEMENT

 

On April 19, 2018 the Company entered into an Agreement for Share Exchange (the “Agreement for Share Exchange”) with we acquired Just Right Products, Inc. (“JRP”), a Texas corporation. Pursuant to the Agreement for Share Exchange, the Company acquired 100% of the capital stock of JRP from its sole shareholder, from Marc Johnson (“Johnson”) in exchange for the issuance of 2,000,000 shares of restricted Series A preferred stock (the “Acquisition Shares”). Each share of the Series A preferred stock is convertible into ten (10) shares of common stock and each share has one hundred (100) votes on a fully diluted basis. The Acquisition Shares, after issuance, constitutes a change of control as Johnson, the receiver of the Acquisition Shares controls approximately 60.8% of the outstanding votes.

 

The foregoing information is a summary of the Agreement for Share Exchange described above, is not complete, and is qualified in its entirety by reference to the full text of the Agreement for Share Exchange, which is attached as Exhibit 10.1 to this Current Report on Form 8-K. Readers should review the Agreement for Share Exchange for a complete understanding of the terms and conditions of the transaction described above.

 

Item 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

 

On April 19, 2018, the Company closed the Agreement for Share Exchange as described in Item 1.01 above.

 

Item 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

 

On April 19, 2018, the Company issued the Acquisition Shares to Johnson pursuant to the Agreement for Share Exchange as described in Item 1.01 above.

 

Item 4.01 CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT

 

ADM Endeavors, Inc. (the “Company”) has dismissed Soles, Heyn & Company, LLP (the “Former Accounting Firm”) as its independent registered public accounting firm, effective as of April 19, 2018. As described in Item 4.01(a) below, the change in independent registered public accounting firm is not the result of any disagreement with the Former Accounting Firm.

 

Item 4.01(a) Previous Independent Accountants

 

(i) On April 19, 2018, the Company dismissed the Former Accounting Firm as its independent registered public accounting firm effective on that date.

 

(ii) The report of the Former Accounting Firm on the Company’s financial statements as of and for the years ended December 31, 2017 and 2016, contained no adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope, or accounting principles except as set forth in subparagraph (iii) below.

 

(iii) The report of the Former Accounting Firm on the Company’s financial statements as of and for the years ended December 31, 2017 and 2016, contained an explanatory paragraph, which noted that there was substantial doubt as to the Company’s ability to continue as a going concern as the Company has incurred net losses since inception and uncertain conditions exist which the Company faces relative to its obtaining capital in the equity markets.

 

(iv) The Company’s Board made the decision to change independent accountants, acting under authority delegated to it, and approved the change of the independent accountants at a meeting on April 19, 2018.

 

(v) During the fiscal years ending December 31, 2017 and 2016, and during the interim period through April 19, 2018, there (i) have been no disagreements with the Former Accounting Firm on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of the Former Accounting Firm, would have caused the Former Accounting Firm to make reference to the subject matter of such disagreements in its reports on the financial statements for such years and (ii) were no reportable events of the kind referenced in Item 304(a)(1)(v) of Regulation S-K.

 

The Company requested that the Former Accounting Firm furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements. A copy of the letter from the Former Accounting Firm is attached hereto as Exhibit 16.1 to this Current Report on Form 8-K.

 

Item 4.01(b) New Independent Accountants

 

On April 20, 2018, the Company engaged LBB & Associates Ltd., LLP (the “New Accounting Firm”) as our independent registered public accounting for the year ended December 31, 2018. The Board made the decision to engage the New Accounting Firm acting under authority delegated to it and the Board of Directors approved the same on April 20, 2018.

 

     
 

 

The Company has not consulted with the New Accounting Firm during our two most recent fiscal years or during any subsequent interim period prior to April 20, 2018 (the date of the New Accounting Firm’s appointment regarding (i) the application of accounting principles to a specified transaction, either completed or proposed; (ii) the type of audit opinion that might be rendered on our financial statements and neither a written report was provided to us nor oral advice was provided that the New Accounting Firm concluded was an important factor considered by the Company in reaching a decision as to an accounting, auditing or financial reporting issue; or (iii) any matter that was either the subject of disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (within the meaning of Item 304(a)(1)(v) of Regulation S-K).

 

Item 5.01 CHANGE IN CONTROL OF REGISTERANT

 

Reference is made to the disclosure set forth under Item 1.01, 2.01, and 3.02 of this Current Report on Form 8-K, which disclosure is incorporated into this Items 1.01, 2.01, and 5.01 by reference. In connection with our acquisition of JRP, and the corresponding issuance of the Acquisition shares to Johnson, our Director and Chief Operating Officer, as of the date of this Current Report, Mr. Johnson controls approximately 60.8% of the outstanding votes of the Company.

 

Item 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS

 

As part of the above-referenced Agreement, with the consent of the majority of the shareholders, Marc Johnson was appointed as Director of the Board of Directors and Chief Operating Officer.

 

Marc Johnson has been in the promotional products industry for over 35 years. In 2010, Mr. Johnson bought out his financial backer and started Just Right Products, Inc., growing the company and its customer base since then. Mr. Johnson has provided key leadership increasing annual sales by 10% to 30% each year. Mr. Johnson has a Business Administration degree from Texas Christian University, 1993.

 

Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS

 

  (a) Financial Statements of business acquired.

 

The financial statements of JRP will be filed as an amendment to this Current Report on Form 8-K no later than 71 days from the due date of this Current Report on Form 8-K.

 

  (b) Pro forma financial information.

 

The pro forma financial statements will be filed as an amendment to this Current Report on Form 8-K no later than 71 days from the due date of this Current Report on Form 8-K.

 

  (d) Exhibits.

 

  10.1 Agreement for Share Exchange between ADM Endeavors, Inc. and Just Right Products, Inc.
  16.1 Letter from Soles, Heyn & Company, LLP

 

     
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  ADM Endeavors, Inc.
     
Date: April 25, 2018 By: /s/ Ardell Mees
    Ardell Mees
    Chief Executive Officer

 

     
 

 

 

AGREEMENT FOR SHARE EXCHANGE

 

This AGREEMENT FOR SHARE EXCHANGE (this “Agreement”) is entered into on April 19, 2018, with an effective date of April 1, 2018, by and between ADM Endeavors, Inc., a Nevada corporation (“ADM”), and Just Right Products, Inc., a Texas corporation (“JRP”). ADM and JRP (collectively, the “Parties”).

 

RECITALS

 

ADM desires to complete a share exchange transaction pursuant to which ADM shall acquire all of the equity ownership of JRP in exchange for delivering to JRP’s Sole Shareholder, Marc Johnson, a certain number of shares of the voting stock of ADM as set forth below; and

 

The Board of Directors of ADM and the Board of Directors of JRP have each approved the proposed transaction, contingent upon satisfaction prior to closing of all of the terms and conditions of this Agreement.

 

AGREEMENT

 

THE PARTIES desire to make certain representations, warranties, and agreements in connection with completion of the proposed share exchange transaction.

 

NOW, THEREFORE, in consideration of the foregoing recitals, which shall be considered an integral part of this Agreement, and the covenants, conditions, representations, and warranties hereinafter set forth, the parties hereby agree as follows:

 

ARTICLE I

THE EXCHANGE

 

1.1 The Exchange . At the Closing (as hereinafter defined), ADM shall acquire 100% ownership of JRP. Consideration to be paid by ADM shall be a total of 2,000,000 shares of its Preferred stock (the “Exchange Shares”) in exchange of 100% of the outstanding equity of JRP. Immediately following the Exchange, ADM shall have approximately 2,000,000 shares of its Preferred stock issued and outstanding and shall have approximately 128,000,000 shares of its common stock issued and outstanding. The Exchange shall take place upon the terms and conditions provided for in this Agreement and in accordance with applicable law. For Federal income tax purposes, it is intended that the Exchange shall constitute a tax-free reorganization within the meaning of Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended (the “Code”).

 

1.2 Closing and Effective Time . Subject to the provisions of this Agreement, the parties shall hold a closing (the “Closing”) on (i) the first business day on which the last of the conditions set forth in Article V to be fulfilled prior to the Closing is fulfilled or waived or (ii) at such time and place as the parties hereto may agree. Such date shall be the date of Exchange (the “Effective Time”).

 

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ARTICLE II

REPRESENTATIONS AND WARRANTIES

 

2.1 Representations and Warranties of ADM . ADM represents and warrants to JRP as follows:

 

(a) Organization, Standing and Power . ADM is a corporation duly organized, validly existing and in good standing under the laws of Nevada, has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted, and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary.

 

(b) Capital Structure. As of the date of execution of this Agreement, the authorized capital stock of ADM consists of 80,000,000 shares of Preferred Stock with a par value of $0.001 per share and 800,000,000 shares of Common Stock with a par value of $0.001 per share. The Exchange Shares to be issued pursuant to this Agreement shall be, when issued pursuant to the terms of the resolution of the Board of Directors of ADM approving such issuance, validly issued, fully paid and nonassessable and not subject to preemptive rights. JRP has no other options, warrants, calls, agreements or other rights to purchase or otherwise acquire from ADM at any time, or upon the happening of any stated event, any shares of the capital stock of ADM whether or not presently issued or outstanding except as set forth herein.

 

(c) Certificate of Incorporation, Bylaws, and Minute Books . The copies of the Articles of Incorporation and of the Bylaws of ADM which have been delivered to JRP are true, correct and complete copies thereof. The minute book of ADM, which has been made available for inspection, contains accurate minutes of all meetings and accurate consents in lieu of meetings of the Board of Directors (and any committee thereof) and of the shareholders of ADM since the date of incorporation and accurately reflects all transactions referred to in such minutes and consents in lieu of meetings.

 

(d) Authority . ADM has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by the Board of Directors of ADM. No other corporate or shareholder proceedings on the part of ADM are necessary to authorize the Exchange, or the other transactions contemplated hereby.

 

(e) Conflict with Other Agreements; Approvals . The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a lien, pledge, security interest or other encumbrance on assets (any such conflict, violation, default, right of termination, cancellation or acceleration, loss or creation, a “violation”) pursuant to any provision of the Articles of Incorporation or Bylaws or any organizational document of ADM or, result in any violation of any loan or credit agreement, note, mortgage, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to ADM which violation would have a material adverse effect on ADM taken as a whole. No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a “Governmental Entity”) is required by or with respect to ADM in connection with the execution and delivery of this Agreement by ADM or the consummation by ADM of the transactions contemplated hereby.

 

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(f) Books and Records . ADM has made and will make available for inspection by JRP upon reasonable request all the books and records of ADM relating to the business of ADM. Such books and records of ADM have been maintained in the ordinary course of business. All documents furnished or caused to be furnished to JRP by ADM are true and correct copies, and there are no amendments or modifications thereto except as set forth in such documents. The Financial Statements of ADM are attached hereto as Exhibit A and, to the best of ADM’s knowledge, are true and correct in all material respects.

 

(g) Compliance with Laws . ADM is and has been in compliance in all material respects with all laws, regulations, rules, orders, judgments, decrees and other requirements and policies imposed by any Governmental Entity applicable to it, its properties or the operation of its businesses.

 

(h) Dilutive Securities. ADM has no dilutive securities of any kind, including but not limited to warrants, options or employee stock options outstanding.

 

(i) Litigation . There is no suit, action or proceeding pending, or, to the knowledge of ADM, threatened against or affecting ADM which is reasonably likely to have a material adverse effect on ADM, nor is there any judgment, decree, injunction, rule or order of any Governmental Entity or arbitrator outstanding against ADM having, or which, insofar as reasonably can be foreseen, in the future could have, any such effect.

 

(j) Tax Returns . ADM has duly filed or will file prior to Closing any tax reports and returns required to be filed by it and has fully paid all taxes and other charges claimed to be due from it by any federal, state or local taxing authorities. There are not now any pending questions relating to or claims asserted for, taxes or assessments asserted upon ADM.

 

2.2 Representations and Warranties of JRP . JRP represents and warrants to ADM as follows:

 

(a) Organization, Standing and Power . JRP is a corporation duly organized, validly existing and in good standing under the laws of Nevada; each company has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted, and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary except for any such failure, which when taken together with all other failures, is not likely to have a material adverse effect on the business of the relevant Acquirer taken as a whole. For purpose of this Section 2.2, “material adverse effect” shall mean, with respect to each Acquirer, the result of one or more events, charges or effects which, individually or in the aggregate, would have a material adverse effect or impact on the business, assets, results of operations, intellectual property rights, prospects or financial condition of such party, taken as a whole, or is reasonably likely to delay or prevent the consummation of the transactions contemplated hereby.

 

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(b) Capital Structure . There are no options, warrants, calls, agreements or other rights to purchase or otherwise acquire from JRP at any time, or upon the happening of any stated event, any share of the capital stock of JRP.

 

(c) Certificate of Incorporation, Bylaws and Minute Books . Copies of the Certificate of Incorporation and of the other corporate documents of JRP which will be delivered to ADM are true, correct and complete copies thereof. The minute books of JRP which will be made available for inspection contain accurate minutes of all meetings and accurate consents in lieu of meetings of the Board of Directors (and any committee thereof) and of the shareholders of JRP since the date of incorporation and accurately reflect all transactions referred to in such minutes and consents in lieu of meetings.

 

(d) Authority . JRP has all requisite power to enter into this Agreement and, subject to approval of the proposed transaction by its shareholders, has the requisite power and authority to consummate the transactions contemplated hereby. Except as specified herein, no other corporate or shareholder proceedings on the part of JRP are necessary to authorize the Exchange and the other transactions contemplated hereby.

 

(e) Conflict with Agreements; Approvals . The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, conflict with, or result in any violation of any provision of the Certificate of Incorporation or Bylaws of JRP or of any loan or credit agreement, note, mortgage, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to JRP or its properties or assets except for any such conflict or violation, which when taken together with all other conflict or violation, is not likely to have a material adverse effect on the business of the relevant Acquirer taken as a whole. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to JRP in connection with the execution and delivery of this Agreement by JRP, or the consummation by JRP of the transactions contemplated hereby.

 

(f) Books and Records . JRP has made and will make available for inspection by ADM upon reasonable request all the books and records, relating to the business of JRP. Such books and records have been maintained in the ordinary course of business. All documents furnished or caused to be furnished to ADM by JRP are true and correct copies, and there are no amendments or modifications thereto except as set forth in such documents. The Financial Statements of JRP are attached hereto as Exhibit B and, to the best of JRP’s knowledge, are true and correct in all material respects.

 

(g) Compliance with Laws . JRP is and has been in compliance in all material respects with all laws, regulations, rules, orders, judgments, decrees and other requirements and policies imposed by any Governmental Entity applicable to it, its properties or the operation of its businesses.

 

(h) Liabilities and Obligations . JRP has no material liabilities or obligations (absolute, accrued, contingent or otherwise) except (i) liabilities that are reflected and reserved against on the JRP financial statements delivered to ADM that have not been paid or discharged since the date thereof and (ii) liabilities incurred since the date of such financial statements in the ordinary course of business consistent with past practice and in accordance with this Agreement.

 

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(i) Litigation . There is no suit, action or proceeding pending, or, to the knowledge of JRP threatened against or affecting JRP, which is reasonably likely to have a material adverse effect on JRP, nor is there any judgment, decree, injunction, rule or order of any Governmental Entity or arbitrator outstanding against JRP having, or which, insofar as reasonably can be foreseen, in the future could have, any such effect.

 

(j) Taxes . JRP has filed or will file within the time prescribed by law (including extension of time approved by the appropriate taxing authority) all tax returns and reports required to be filed with all other jurisdictions where such filing is required by law; and JRP has paid, or made adequate provision for the payment of all taxes, interest, penalties, assessments or deficiencies due and payable on, and with respect to such periods. JRP knows of (i) no other tax returns or reports which are required to be filed which have not been so filed and (ii) no unpaid assessment for additional taxes for any fiscal period or any basis therefore.

 

(k) Licenses, Permits; Intellectual Property . JRP owns or possesses in the operation of its business all material authorizations which are necessary for it to conduct its business as now conducted. Neither the execution nor delivery of this Agreement nor the consummation of the transactions contemplated hereby will require any notice or consent under or have any material adverse effect upon any such authorizations.

 

2.3 Additional Representations and Warranties .

 

(a) Shares Free and Clear . The shares of JRP are free and clear of any liens, claims, options, charges or encumbrances of any nature.

 

(b) Unqualified Right to Transfer Shares . The shareholders of JRP have the unqualified right to sell, assign, and deliver the shares of JRP and, upon consummation of the transactions contemplated by this Agreement, ADM will acquire good and valid title to such shares, free and clear of all liens, claims, options, charges, and encumbrances of whatsoever nature.

 

(c) Agreement and Transaction Duly Authorized . Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will constitute a violation or default under any term or provision of any contract, commitment, indenture, other agreement or restriction of any kind or character to which such shareholders are a party or by which such shareholders are bound.

 

(d) Share Ownership . Shareholders are presently shareholders of JRP.

 

ARTICLE III

COVENANTS RELATING TO CONDUCT OF BUSINESS

 

The Parties shall conduct themselves in good faith, in working towards the intent of this Agreement.

 

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ARTICLE IV

ADDITIONAL AGREEMENTS AND RELATED TRANSACTIONS

 

4.1 Restricted ADM Shares . The Exchange Shares will not be registered under the Securities Act, but will be issued pursuant to applicable exemptions from such registration requirements for transactions not involving a public offering. Accordingly, the Exchange Shares will constitute “restricted securities” for purposes of the Securities Act and the holders of Exchange Shares will not be able to transfer such shares except upon compliance with the registration requirements of the Securities Act or in reliance upon an available exemption therefrom.

 

4.2 Access to Information . Upon reasonable notice, ADM and JRP shall each afford to the officers, employees, accountants, counsel and other representatives of the other company, and with respect to JRP, the Acquired Entities, access to all their respective properties, books, contracts, commitments and records and, during such period, each of ADM and JRP shall furnish promptly to the other (a) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of Federal or state securities laws and (b) all other information concerning its business, properties and personnel as such other party may reasonably request. Unless otherwise required by law, the parties will hold any such information which is nonpublic in confidence until such time as such information otherwise becomes publicly available through no wrongful act of either party, and in the event of termination of this Agreement for any reason each party shall promptly return all nonpublic documents obtained from any other party, and any copies made of such documents, to such other party.

 

4.3 Legal Conditions to Exchange . Each of ADM and JRP shall take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on itself with respect to the Exchange and will promptly cooperate with and furnish information to each other in connection with any such requirements imposed upon any of them or upon any of their related entities or subsidiaries in connection with the Exchange. Each party shall take all reasonable actions necessary to obtain (and will cooperate with each other in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity or other public or private third party, required to be obtained or made by ADM or JRP or any of their related entities or subsidiaries in connection with the Exchange or the taking of any action contemplated thereby or by this Agreement.

 

ARTICLE V

CONDITIONS PRECEDENT

 

5.1 Conditions to Each Party’s Obligation to Effect the Exchange . The respective obligations of each party to effect the Exchange shall be conditional upon the filing, occurring or obtainment of all authorizations, consents, orders or approvals of, or declarations or filings with, or expirations of waiting periods imposed by any governmental entity or by any applicable law, rule, or regulation governing the transactions contemplated hereby. JRP represents and warrant that it has obtained the appropriate required consents of the PRC government, if any

 

5.2 Conditions to Obligations of ADM . The obligation of ADM to effect the Exchange is subject to the satisfaction of the following conditions on or before the Closing Date unless waived by ADM:

 

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(a) Representations and Warranties . The representations and warranties of JRP set forth in this Agreement shall be true and correct in all material respects as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date) as of the Closing Date as though made on and as of the Closing Date, except as otherwise contemplated by this Agreement, and JRP shall complete all government and legal process to transfer the shares of common stock to ADM.

 

(b) Performance of Obligations of JRP . JRP shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date.

 

(c) Closing Documents . ADM shall have received all closing documents as counsel for ADM shall reasonably request.

 

(d) Consents . JRP shall have obtained the consent or approval of each person whose consent or approval shall be required in connection with the transactions contemplated hereby under any loan or credit agreement, note, mortgage, indenture, lease or other agreement or instrument, except those for which failure to obtain such consents and approvals would not, in the reasonable opinion of ADM, individually or in the aggregate, have a material adverse effect on JRP and of its subsidiaries and related entities taken as a whole upon the consummation of the transactions contemplated hereby. JRP shall also have received the approval of its shareholders in accordance with applicable law.

 

(e) Due Diligence Review . ADM shall have completed to its reasonable satisfaction a review of the business, operations, finances, assets and liabilities of JRP and shall not have determined that any of the representations or warranties of JRP or its shareholders contained herein are, as of the date hereof or the Closing, inaccurate in any material respect or that JRP or its shareholders is otherwise in violation of any of the provisions of this Agreement.

 

(f) Pending Litigation . There shall not be any litigation or other proceeding pending or threatened to restrain or invalidate the transactions contemplated by this Agreement, which, in the sole reasonable judgment of ADM, made in good faith, would make the consummation of the Exchange imprudent. In addition, there shall not be any other litigation or other proceeding pending or threatened against JRP, the consequences of which, in the judgment of ADM, could be materially adverse to JRP.

 

5.3 Conditions to Obligations of JRP . The obligations of JRP to effect the Exchange is subject to the satisfaction of the following conditions unless waived by JRP:

 

(a) Representations and Warranties . The representations and warranties of ADM set forth in this Agreement shall be true and correct in all material respects as of the date of this Agreement and (except to the extent such representations speak as of an earlier date) as of the Closing Date as though made on and as of the Closing Date, except as otherwise contemplated by this Agreement, JRP shall have received a certificate signed on behalf of ADM by the President to such effect.

 

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(b) Performance of Obligations of ADM . ADM shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date.

 

(c) Closing Documents . JRP shall have received all closing documents as counsel for JRP shall reasonably request.

 

(d) Consents . ADM shall have obtained the consent or approval of each person whose consent or approval shall be required in connection with the transactions contemplated hereby.

 

(e) Due Diligence Review . JRP shall have completed to its reasonable satisfaction a review of the business, operations, finances, assets and liabilities of ADM and shall not have determined that any of the representations or warranties of ADM contained herein are, as of the date hereof or the Closing Date, inaccurate in any material respect or that ADM is otherwise in violation of any of the provisions of this Agreement.

 

(f) Pending Litigation . There shall not be any litigation or other proceeding pending or threatened to restrain or invalidate the transactions contemplated by this Agreement, which, in the sole reasonable judgment of JRP, made in good faith, would make the consummation of the Exchange imprudent. In addition, there shall not be any other litigation or other proceeding pending or threatened against ADM the consequences of which, in the judgment of JRP, could be materially adverse to ADM.

 

ARTICLE VI

TERMINATION AND AMENDMENT

 

6.1 Termination . This Agreement may be terminated at any time prior to the Effective Time:

 

(a) by mutual consent of ADM and JRP;

 

(b) by either ADM or JRP if there has been a material breach of any representation, warranty, covenant or agreement on the part of ADM or JRP, as the case may be set forth in this Agreement which breach has not been cured within five (5) business days following receipt by the breaching party of notice of such breach, or if any permanent injunction or other order of a court or other competent authority preventing the consummation of the Exchange shall have become final and non-appealable.

 

6.2 Effect of Termination . In the event of termination of this Agreement by either ADM or JRP as provided in Section 6.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of any party hereto. In such event, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses.

 

6.3 Amendment . This Agreement may be amended by mutual agreement of ADM and JRP. Any such amendment must be by an instrument in writing signed on behalf of each of the parties hereto.

 

6.4 Extension; Waiver . At any time prior to the Effective Time, the parties hereto, by action taken or authorized by their respective Board of Directors, may, to the extent legally allowed, (a) extend the time for the performance of any of the obligations or other acts of the other parties hereto, (b) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto and (c) waive compliance with any of the agreements or conditions contained herein. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in a written instrument signed on behalf of such party.

 

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ARTICLE VII

GENERAL PROVISIONS

 

7.1 Survival of Representations, Warranties and Agreements . All of the representations, warranties and agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time for as long as the applicable status of limitation shall remain open.

 

7.2 Notices . All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally, telecopied (which is confirmed) or mailed by registered or certified mail (return receipt requested) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

 

(a) If to ADM Endeavors, Inc. :

 

2021 North 3 rd Street

Bismarck, ND 58501

 

(b) If to Just Right Products, Inc. :

 

5941 Posey Lane

Haltom City, Texas 76117

 

7.3 Interpretation . When a reference is made in this Agreement to Sections, such reference shall be to a Section of this Agreement unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”. The phrase “made available” in this Agreement shall mean that the information referred to has been made available if requested by the party to whom such information is to be made available.

 

7.4 Counterparts . This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement and shall become effective when two or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart.

 

7.5 Entire Agreement; No Third Party Beneficiaries; Rights of Ownership . This Agreement (including the documents and the instruments referred to herein) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.

 

7.6 Governing Law . This Agreement shall be governed and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of law. Each party hereby irrevocably submits to the jurisdiction of any Nevada state court or any federal court in the State of Nevada in respect of any suit, action or proceeding arising out of or relating to this Agreement, and irrevocably accept for themselves and in respect of their property, generally and unconditionally, the jurisdiction of the aforesaid courts.

 

7.7 No Remedy in Certain Circumstances . Each party agrees that, should any court or other competent authority hold any provision of this Agreement or part hereof or thereof to be null, void or unenforceable, or order any party to take any action inconsistent herewith or not to take any action required herein, the other party shall not be entitled to specific performance of such provision or part hereof or thereof or to any other remedy, including but not limited to money damages, for breach hereof or thereof or of any other provision of this Agreement or part hereof or thereof as a result of such holding or order.

 

7.8 Publicity . Except as otherwise required by law or the rules of the SEC, so long as this Agreement is in effect, no party shall issue or cause the publication of any press release or other public announcement with respect to the transactions contemplated by this Agreement without the written consent of the other party, which consent shall not be unreasonably withheld.

 

7.9 Assignment . Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.

 

[Remainder of page intentionally left blank; signature page to follow.]

 

9

 

 

IN WITNESS WHEROF, this Agreement has been signed by the parties set forth below as of the date set forth above.

 

 

Just Right Products, Inc.

   
  /s/ Marc Johnson
  Marc Johnson, President

 

  ADM Endeavors, Inc.
   
  /s/ Ardell Mees
  Ardell Mees, Chief Executive Officer

 

10

 

 

Exhibit A

 

ADM Financial Statements

 

(ON FILE FOR MUTUAL REVIEW)

 

11

 

 

Exhibit B

 

JRP Financial Statements

 

(ON FILE FOR MUTUAL REVIEW)

 

12

 

 

 

 

April 25, 2018

 

U.S. Securities and Exchange Commission

 

Office of the Chief Accountant

100F Street Northeast

Washington, DC 20549-2000

 

RE: ADM Endeavors, Inc.

 

File No. 333-191618

 

Dear Sir or Madam:

 

We have read Item 4.01 of Form 8-K dated April 25, 2018 for ADM Endeavors, Inc. (“the Registrant”) and are in agreement with the statements contained therein as it pertains to our firm.

 

We have no basis to agree or disagree with any other statements of the Registrant contained in Item 4.01.

 

Sincerely,

 

/s/ Soles, Heyn & Company, LLP

Soles, Heyn & Company, LLP