ADM ENDEAVORS, INC. : Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits (form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

On April 27, 2023, Just Right Products, Inc. ("Just Right Products"), the wholly-owned Texas subsidiary of the registrant, ADM Endeavors, Inc., a Nevada corporation (the "Company"), entered into an Asset Purchase Agreement (the "Purchase Agreement") with Innovative Impressions, Inc., a Texas corporation (the "Seller"), pursuant to which Just Right Products acquired (the "Acquisition") embroidery equipment, inventory, and related assets (the "Assets"), from the Seller for a $200,000 purchase price, to be paid by the issuance by Just Right Products of a $200,000 secured promissory note to the Seller or its nominee (the "Note").

On April 27, 2023, the Acquisition closed, Just Right Products issued the Note to the Seller's principal, Robert Breese, Just Right Products entered into a Pledge and Security Agreement with Mr. Breese (the "Security Agreement"), and the parties agreed that the Acquisition would be considered effective as of May 1, 2023. The Note does not bear interest except upon default, and it is payable in 24 equal consecutive monthly installments of $8,333.33 beginning May 1, 2023, with the final payment due on April 1, 2025. Pursuant to the Security Agreement, Just Right Products' payment obligations under the Note are secured by a security interest in the Assets granted to Mr. Breese.

On April 27, 2023, Just Right Products also entered into an Independent Consulting Agreement with Mr. Breese, pursuant to which (i) Mr. Breese will provide embroidery industry consulting and sales services to the company for an initial term of two years, and (ii) Mr. Breese will be paid 20% sales commissions and $100,000 of Company stock, valued as of May 1, 2023 (with such valuation date orally agreed to by the parties).

The foregoing descriptions of the Purchase Agreement, Note, Security Agreement and Independent Consulting Agreement are qualified by reference to the full text of those agreements, which are filed herewith as Exhibits 10.1, 10.2, 10.3, and 10.4, respectively, and incorporated by reference into this Item 1.01.

Item 2.01. Completion of Acquisition or Disposition of Assets.

The disclosure in Item 1.01 above is incorporated by reference in this Item 2.01.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure in Item 1.01 above is incorporated by reference in this Item 2.03.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.



Exhibit
Number          Description
10.1              Asset Purchase Agreement, dated April 27, 2023, by Just Right
                Products, Inc., and Innovative Impressions, Inc.
10.2              Promissory Note, dated April 27, 2023, by Just Right Products,
                Inc., in favor of Robert Breese
10.3              Pledge and Security Agreement, dated April 27, 2023, by Just
                Right Products, Inc., and Robert Breese
10.4              Independent Consulting Agreement, dated April 27, 2023, by Just
                Right Products, Inc., and Robert Breese
104             Cover Page Interactive Data File (Embedded within the Inline XBRL
                document and included in Exhibit)

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