What changed in this filing

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Item 1. Business

2023-03-27 compared with 2022-04-15 · 246 added, 135 removed, 2 unchanged (99% of the section changed)

Business Overview

MDwerks, Inc., a Delaware corporation (“MDwerks”,

the “Company, “we”, “us” or “our”) is a public shell company seeking to create value for its

shareholders by merging with another entity with experienced management and opportunities for growth in return for shares of our common

No potential merger candidate has been identified

at this time.

We do not propose to restrict our search for a

business opportunity to any particular industry or geographical area and may, therefore, engage in essentially any business in any industry.

We have unrestricted discretion in seeking and participating in a business opportunity, subject to the availability of such opportunities,

economic conditions, and other factors.

The selection of a business opportunity in which

to participate is complex and risky.

Additionally, we have only limited resources and may find it difficult to locate good opportunities.

There can be no assurance that we will be able to identify and acquire any business opportunity which will ultimately prove to be beneficial

to us and our shareholders.

We will select any potential business opportunity based on our management’s best business judgment.

Our activities are subject to several significant

risks, which arise primarily as a result of the fact that we have no specific business, and may acquire or participate in a business opportunity

based on the decision of management, which potentially could act without the consent, vote, or approval of our shareholders.

faced by us are further increased as a result of its lack of resources and our inability to provide a prospective business opportunity

with significant capital.

History of the Company

We were organized and incorporated in the State

of Delaware on July 22, 2003 under the name Western Exploration, Inc.

as a resource exploration stage company.

In November 2005, we ceased

operations as a resource exploration company due to inadequate financing.

On November 16, 2005, Western Exploration, Inc.

merger with MDwerks Global Holdings, Inc.

and MDwerks Acquisition Corp., a Florida corporation (‘‘Acquisition Corp.’’),

a wholly-owned subsidiary of Western Exploration, Inc., with MDwerks Global Holdings, Inc.

surviving as a wholly-owned subsidiary of Western

Exploration, Inc.

Upon the closing of the Merger, we changed our corporate name from ‘‘Western Exploration, Inc.’’

to ‘‘MDwerks, Inc.’’ and succeeded to the business of MDwerks Global Holdings, Inc.

as our sole line of business

under the direction of MDwerks Global Holdings, Inc.’s management.

MDwerks Global Holdings, Inc.

was originally formed

under the name Global IP Communications, Inc., in October 2003, as a provider of telecommunications products and services.

In April 2004,

MDwerks Global Holdings, Inc.

decided to discontinue its telecommunications business and in December 2004, it decided to focus on a new

line of business in the area of providing insurance claims transaction solutions and related services through investment in Xeni Systems.

In late May 2005, the Xeni Companies and MDwerks Global Holdings, Inc.

determined that a holding company structure with MDwerks Global

Holdings, Inc.

serving as a holding company and overseeing the business of the Xeni Companies provided certain strategic advantages to

the Xeni Companies.

In addition, it also provided the Xeni Companies with access to cash held by MDwerks Global Holdings, Inc.

to fund the business of the Xeni Companies.

As a result, the Xeni Companies became wholly-owned subsidiaries of MDwerks Global Holdings,

Inc., pursuant to share exchange agreements between MDwerks and each of the shareholders of the Xeni Companies.

After 5 years of research, development and testing

with strategic and ‘‘name brand’’ resources, the designer of Xeni Systems’ products, MEDwerks, LLC, substantially

completed the initial product development cycle for the products offered by Xeni Systems.

In October of 2003, MEDwerks, LLC ceased operations,

due to a lack of continuing operating capital.

In October of 2004, substantially all of the assets of MEDwerks, LLC were acquired by Xeni

Systems pursuant to a Contribution and Stockholders Agreement (the ‘‘Contribution Agreement’’) in exchange for

MEDwerks, LLC receiving approximately a 67% equity interest in Xeni Systems.

The purpose of the Contribution Agreement transaction was

to launch and market the MDwerks System commercially, utilizing a growth oriented management team of seasoned professionals.

successfully obtained investment and financing of $450,000 and positioned the technology for demonstration and pre-commercial sale.

Xeni Financial was organized in February 2005,

to finance providers seeking loans on receivables processed through Xeni Systems.

Xeni Billing was organized in March 2005, to provide

billing services to providers processing their claims through Xeni Systems.

Today, these entities are no longer providing billing services

but are being used in our digital pen technology business as opposed to the purpose for which they were organized.

Inc., a Delaware corporation (“MDwerks”, the “Company, “we”, “us” or “our”) is

a public shell company seeking to create value for its shareholders by merging with another entity with experienced management and opportunities

for growth in return for shares of our common stock.

of December 31, 2022, we had not commenced any operations.

All activity for the period from January 1, 2022 through December 31, 2022,

relates to our focus on effecting a “reverse merger,” capital exchange, asset acquisition, stock purchase, reorganization

or other similar business combination with one or more unrelated businesses (the “Business Combination”) that would benefit

from our public reporting status.

In addition, we completed a change of control transaction on July 21, 2022 (the “Change of Control”)

as discussed below.

Business – Recent Developments - Change of Control.

In furtherance of our plans to consummate a

Business Combination, on January 19, 2023 we entered into an Exchange Agreement to acquire RF Specialties LLC (“RFS”) and

on February 13, 2023, we entered into a Merger Agreement to acquire Two Trees Beverage Co.

(“Two Trees”) discussed below

(collectively, the “Planned Acquisitions”).

Business – Recent Developments – RF Specialties, Inc.

Business – Recent Developments –Two Trees.

RFS is engaged in the business of developing sustainable radio frequency (RF) applications, and for over 12 years, has addressed the challenges

faced by companies by implementing automated radio frequency technology.

RFS has developed a system and method for the rapid aging of

distilled spirits with RF energy that reduces energy and production costs thus increasing the speed to market for distilled beverages

when compared to traditional technologies.

Two Trees is engaged in the business of producing aged alcoholic beverages by using a proprietary, scalable, and sustainable rapid-aging

We expect to complete the Planned Acquisitions once all closing conditions discussed below have been met.

activity through the date of this report relates to preserving cash, making settlements with creditors, attempting to raise capital,

and continuing the Company’s public reporting and efforts to complete the Change of Control and Planned Acquisitions.

of the Company

were organized and incorporated in the State of Delaware on July 22, 2003 under the name Western Exploration, Inc.

as a resource exploration

stage company.

In November 2005, we ceased operations as a resource exploration company due to inadequate financing.

On November 16,

2005, Western Exploration, Inc.

engaged in a merger with MDwerks Global Holdings, Inc.

and MDwerks Acquisition Corp., a Florida corporation

(‘‘Acquisition Corp.’’), a wholly-owned subsidiary of Western Exploration, Inc., with MDwerks Global Holdings,

surviving as a wholly-owned subsidiary of Western Exploration, Inc.

Upon the closing of the Merger, we changed our corporate name

from ‘‘Western Exploration, Inc.’’ to ‘‘MDwerks, Inc.’’ and succeeded to the business

of MDwerks Global Holdings, Inc.

as our sole line of business under the direction of MDwerks Global Holdings, Inc.’s management.

On February 12, 2010, MDwerks, Inc.

Michael Gelmon was appointed as the Company’s sole officer and director on August 11, 2020.

The Company is a development

stage emerging growth company that seeks to become a multi-industry technology-based enterprise primarily through merger and acquisition

of business assets.

Capital Stock

We are authorized to issue 200,000,000 shares

of common stock, par value $0.001 per share, and 10,000,000 shares of preferred stock, par value $0.001 per share.

As of December 31,

2021, 18,010,208 shares of Common Stock are issued and outstanding.

As of December 31, 2021, 10,000,000 of our Preferred stock is issued

and outstanding.

All of our shares of common stock have equal rights

and privileges with respect to voting, liquidation and dividend rights.

Each share of common stock entitles the holder thereof (a) to

one non-cumulative vote for each share held of record on all matters submitted to a vote of the stockholders;

(b) to participate equally

and to receive any and all such dividends as may be declared by the board of directors;

and (c) to participate pro rata in any distribution

of assets available for distribution upon liquidation.

Holders of our common stock have no pre-emptive rights to acquire additional shares

of common stock or any other securities.

Our common stock is not subject to redemption and carries no subscription or conversion rights.

Our certificate of incorporation also provides

that the board of directors has the flexibility to set new classes, series, and other terms and conditions of the preferred shares.

shares may be issued from time to time in one or more series in the discretion of the board of directors.

The board has the authority

to establish the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights of the

shares of each such series and the qualifications, limitations and restrictions thereof.

Our certificate of incorporation also provides

that the board of directors may issue preferred shares may be issued without further stockholder approval and for such purposes as the

board deems in the best interest of our company including future stock splits and split-ups, stock dividends, equity financings and issuances

for acquisitions and business combinations.

In addition, such authorized but unissued common and preferred shares could be used by the

board of directors for defensive purposes against a hostile takeover attempt, including (by way of example) the private placement of shares

or the granting of options to purchase shares to persons or entities sympathetic to, or contractually bound to support, management.

have no such present arrangement or understanding with any person.

Further, the common and preferred shares may be reserved for issuance

upon exercise of stock purchase rights designed to deter hostile takeovers, commonly known as a ‘‘poison pill.’’

The holders of common stock are entitled to one

vote per share.

The Company’s Certificate of Incorporation does not provide for cumulative voting.

The holders of common stock are

entitled to receive ratably such dividends, if any, as may be declared by the Board of Directors out of legally available funds.

the current policy of the Board of Directors is to retain earnings, if any, for the operation and expansion of the Company.

Upon liquidation,

dissolution or winding-up of the Company, the holders of common stock are entitled to share ratably in all assets of the Company which

are legally available for distribution, after payment of or provision for all liabilities and the liquidation preference of any outstanding

Preferred Stock.

The holders of common stock have no pre-emptive, subscription, redemption or conversion rights.

All issued and outstanding

shares of common stock are, and the common stock reserved for issuance upon conversion of the Preferred Stock and exercise of the Warrants

will be, when issued, fully-paid and non-assessable.

Preferred Stock

The Company is authorized to issue 10,000,000

shares of preferred stock, $.001 par value, with such designations, rights and preferences as may be determined from time to time by the

Board of Directors, of which 10,000,000 shares are designated Series A Convertible Preferred.

On June 15, 2014, the Company designated the Series

A Convertible Preferred so that each share shall hold with it conversion rights of one hundred (100) shares of common stock for every

share of Series A Preferred stock held, and that each share of Series A Preferred stock will also hold with it the same number of common

ceased all operations.

On or about June 23, 2021, we began the process of seeking to create value

for our shareholders by merging with another entity with experienced management and opportunities for growth in return for shares of

our common stock and on June 23, 2021 we filed a Registration Statement on Form 10 with the SEC to register our common stock under Section

12(g) of the Exchange Act of 1934, as amended.

information on our historical business has been disclosed in our Annual Report on Form 10-K for the period ended December 31, 2021 (incorporated

by reference to the Form 10-K filed with the SEC on April 15, 2022 (File No.

July 21, 2022, the Company in connection with the change of control and composition of the Board of Directors of the Company (the “Board”)

entered into a Stock Purchase Agreement (the “SPA”) with (i) Tradition Reserve I LLC, a New York limited liability company

and (ii) Ronin Equity Partners, Inc., a Texas corporation (“Seller”).

to the SPA, the Seller sold to the Buyer, on July 21, 2022 (the “Closing Date”) free and clear of all liens, 10,000,000 shares

of Series A Convertible Preferred Stock, par value $0.001 (“Preferred Stock”) of the Company, held by the Seller (the “Shares”),

representing 100% of the Company’s authorized and issued Preferred Stock, as of the Closing Date.

In exchange for the sale of the

Shares to Buyer, Buyer paid the Seller a total purchase price of $520,000 (the “Purchase Price”).

at the closing of the transactions contemplated within the SPA (which include, but are not limited to, the purchases and sales of the

Shares described above) (the “Closing”), the parties agreed that as of the Closing:

Forgiven Debt (as defined hereinafter) was forgiven, as well as the Asia Note (as defined hereinafter), and any other loan agreements

between the Company and Asia Pacific Partners, Inc.

(“APP”), a Florida corporation.

The Parties acknowledge and agreed

that the Company was indebted to APP, an affiliate of the Seller, in the amount of approximately $239,444, comprised of (i) the principal

amount and accrued interest pursuant to a convertible promissory note dated July 18, 2014 in the amount of $210,000 as originally

issued by the Company to Azure Associates, Inc.

and purchased by APP on July 28th, 2020 (the “Asia Note”), and (ii) various

cash advances for a total of $29,444 as advanced by APP to the Company for working capital (the “Asia Cash Advances”

and, together with any and all amounts that may have been due and payable pursuant to the Asia Note, the “Forgiven Debt”);

Company’s Board of Directors was required to undertake such actions as required to:

the Company Board to be a number of persons as determined by Buyer, and to name such persons as selected by Buyer as directors on

the Company Board;

such persons as selected by Buyer as officers of the Company, to the positions as determined by Buyer;

(i) and (ii), all of the directors and officers of the Company, other than those named in or pursuant to (i) and (ii) shall resign

from all such positions with the Company.

Closing was subject to certain customary closing conditions, including, but not limited to, the accuracy of the representations and warranties

made by the parties, all necessary consents having been obtained to effect the transactions, and the receipt of any necessary government

approvals in order to effect the transactions contemplated in the SPA.

to the Closing of the SPA, voting control of the Company was held by the Seller, of which Jacob D.

Cohen was the primary shareholder,

and held voting and dispositive control over the Shares.

the Closing Date, Buyer purchased the Shares, which both pre- and post-conversion represented approximately 98.23% of the Company’s

outstanding voting securities as of the date of the Current Report, resulting in a change in control of the Company.

The Company had

previously designated the Preferred Stock so that each share would hold with it conversion rights of one hundred (100) shares of common

stock for every share of Preferred stock held, and that each share of Preferred stock will also hold with it the same number of common

share votes prior to conversion as it would if fully converted to be used in voting on any company matter requiring a vote of shareholders.

At December 31, 2021 and December 31, 2020, there were 10,000,000 and 10,000,000 shares issued and outstanding, respectively.

Patent and Trademarks

We do not currently own any domestic or foreign

patents relating to our proposed products.

As of December 31, 2021, other than its President,

Michael Gelmon, the Company has no other employees.

At the Closing Date, there were 18,010,208 shares of common stock issued and outstanding.

Kerry Cassidy is the majority membership unit

holder and Managing Member of the Buyer, and therefore is deemed to have voting and dispositive power over the Company’s Shares

held by the Buyer.

a result of the Closing, the Company was no longer a company controlled by the Seller.

Prior to the Closing, the Company was a shell

company, and following the Closing, the Company continues to be a shell company.

There has been no change in the Company’s shell

company status or the Company’s operations as a result of the Closing.

Specialties, Inc.

January 19, 2023, we entered into an Exchange Agreement (the “Exchange Agreement”) by and between the Company, RFS and Keith

Mort as the sole member of RFS.

Pursuant to the terms of the Exchange Agreement, the Company agreed to acquire from Mr.

Mort agreed to sell to the Company, 100% of the equity interests and membership interests of RFS, in exchange for the issuance by

the Company to Mr.

Mort of 7,500,000 shares of the Company’s common stock (the “Exchange”).

Immediately following the

Exchange, RFS will be a wholly owned subsidiary of the Company.

shares received by Mr.

Mort in the Exchange (the “Exchange Shares”) will be subject to a 24-month lock-up;

provided, however,

that (i) one-third of the Exchange Shares will be released from the lock-up restrictions on the 12-month anniversary of the closing of

the Exchange, and (ii) one-third of the Exchange Shares will be released from the lock-up restrictions on the 18-month anniversary of

the closing of the Exchange.

The remaining one-third of the Exchange Shares will be released from the lock-up restrictions on the 24-month

anniversary of the closing of the Exchange.

parties have made customary representations, warranties and covenants in the Exchange Agreement.

In addition to certain customary closing

conditions, the obligations of the Company to consummate the closing of the Exchange are subject to the satisfaction (or waiver by the

Company), at or before the closing date, of certain conditions, including that (i) RFS will have provided to the Company audited financial

statements for RFS for each of the two most recently ended fiscal years and unaudited financial statements for any other required interim

periods (the “Financial Statements Closing Condition”), and (ii) the Company will have completed its due diligence review

and examination of RFS to its satisfaction in its sole discretion (the “Due Diligence Closing Condition”).

Exchange Agreement may be terminated on or prior to the closing date of the Exchange:

the mutual written consent of all the parties to the Exchange Agreement.

the Company (i) if the closing conditions applicable to all parties and applicable to the Company as set forth in the Exchange Agreement,

including the Financial Statements Closing Condition and the Due Diligence Closing Condition, have not been satisfied or waived by

the Company, which waiver the Company may give or withhold in its sole discretion, by May 31, 2023 (the “Termination Date”);

provided, however, that the Company may not terminate the Exchange Agreement if the reason for the failure of any such condition

to occur was the breach of the terms of the Exchange Agreement by the Company;

or (ii) if there has been a material violation, breach

or inaccuracy of any representation, warranty, covenant or agreement of RFS or Mr.

Mort as set forth in the Exchange Agreement;

Mort acting together (i) if the closing conditions applicable to all parties and applicable to RFS and Mr.

not been satisfied or waived by RFS and Mr.

Mort, which waiver RFS and Mr.

Mort may give or withhold in their sole discretion, by

the Termination Date;

provided, however, that RFS and Mr.

Mort may not terminate the Exchange Agreement if the reason for the failure

of any such condition to occur was the breach of the terms of the Exchange Agreement by any of RFS or Mr.

or (ii) if there

has been a material violation, breach or inaccuracy of any representation, warranty, covenant or agreement of the Company as set

forth in the Exchange Agreement;

any party to the Exchange Agreement, if a court of competent jurisdiction or other governmental authority shall have issued an order

or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by the Exchange

Agreement and such order or action shall have become final and nonappealable;

the Company, if the Company, in its sole discretion, at any time prior to the closing of the Exchange determines that its due diligence

review of RFS is not satisfactory to the Company.

February 13, 2023, we entered into a Merger Agreement (the “Merger Agreement”), by and between the Company, MD-TT Merger

Sub, Inc., a wholly owned subsidiary of the Company (“Merger Sub”) and Two Trees Beverage Co.

(“Two Trees”).

The Company, Merger Sub and Two Trees may be referred to herein collectively as the “Parties” and separately as a “Party.”

Merger Agreement provides that, subject to the terms and conditions set forth in the Merger Agreement, the Parties wish to effect a business

combination through a merger of Merger Sub with and into Two Trees (the “Merger”), subject to the terms and conditions set

forth in the Merger Agreement, with Two Trees continuing as the surviving corporation (“Surviving Corporation”).

of the Merger, the certificate of incorporation of Two Trees as in effect immediately prior to the closing date will be the certificate

of incorporation of the Surviving Corporation, and the bylaws of Two Trees as in effect immediately prior to the closing date will be

the bylaws of the Surviving Corporation.

to the terms of the Merger Agreement, at the closing of the Merger, the Company’s Board of Directors (the “Company Board”)

will be expanded and a number of persons as named by Two Trees will be named to the Company Board such that such persons comprise a majority

of the Company Board, and the Company Board as such newly constituted will name or replace any officers of the Company as it may determine.

In addition, at the closing of the Merger, the directors and officers of Two Trees as in place immediately prior to the closing will

remain in place as the directors and officers of the Surviving Corporation.

Board of Directors of Merger Sub and the Company Board unanimously approved the transactions contemplated by the Merger Agreement, including

the Merger, and the Company as the sole stockholder of Merger Sub approved the Merger Agreement and the Merger.

consideration of the Merger Agreement, at the effective time of the Merger, each of the holders of Two Trees stock, subject to certain

exceptions set forth in the Merger Agreement, shall have the right to convert all of the shares of Two Trees stock into a total of 60,000,000

shares of Company common stock, which shall be apportioned between the Two Trees stockholders, pro rata, based on the number of shares

of Two Trees stock held by each of the Two Trees stockholders as of the closing of the Merger (the “Merger Consideration”).

the Merger Agreement, at the effective time of the Merger, each of the issued and outstanding shares of common stock of Two Trees, subject

to certain exceptions set forth in the Merger Agreement, shall be converted into shares of the Company’s common stock.

the effective time of the Merger, shares of Two Tree’s common stock generally will be treated in the following manner:

Any shares of Two Trees common stock held as treasury stock or held or owned by Two Trees or Merger Sub immediately prior to the

effective time of the Merger will be canceled and retired and will cease to exist, and no consideration will be delivered in exchange

and (2) each share of Two Trees common stock outstanding immediately prior to the effective time of the Merger, excluding

shares to be canceled pursuant to (1) herein and excluding shares of Two Trees common stock who have exercised and perfected appraisal

rights for such shares in accordance with the Delaware General Corporation Law, will be automatically converted solely into the right

to receive a number of shares of Company common stock equal to those set forth in the Merger Consideration.

fractional shares of Company common stock will be issued in connection with the Merger and any fractional share otherwise issuable

to any Two Trees stockholder will be rounded up to the next whole share.

share of common stock of Merger Sub issued and outstanding immediately prior to the effective time of the Merger will be converted

into and exchanged for one validly issued, fully paid and nonassessable share of common stock, $0.001 par value per share, of the

Surviving Corporation.

Each stock certificate of Merger Sub evidencing ownership of any such shares will, as of the effective time

of the Merger, evidence shares of common stock of the Surviving Corporation.

to the terms of the Merger Agreement, the Company common stock issued at the closing of the Merger will be subject to a lock-up, pursuant

to which the Two Trees stockholders receiving shares of the Company’s common stock will not transfer or dispose of the shares except

according to the following schedule:

(1) one-third of the shares will be released from the restriction on the nine-month anniversary

of the effective date of the Merger;

(2) one-third of the shares will be released from the restrictions on the 18-month anniversary of

the effective date of the Merger;

and (3) the remaining one-third of the shares will be released from the restrictions on the 36-month

anniversary of the effective date of the Merger.

the effective time of the Merger, Two Trees’ stock options (the “Two Trees Options”) generally will be treated in the

following manner:

Trees option holders will exchange all of their Two Trees Options for options to acquire shares of Company common stock (the “MDwerks

MDwerks Options will provide for substantially the same terms as the Two Trees Options, other than (1) they will be fully vested

at issuance, and will increase the number of shares of Company common stock underlying the MDwerks Options from the number of shares

of Two Trees common stock underlying the Two Trees Options, and (2) will retain the same exercise price per share of Company common

stock underlying the MDwerks Options as the exercise price per share of Two Trees common stock underlying the Two Trees Options,

in each case as necessary to provide for the same spread value for each applicable option holder.

of the Merger is subject to the satisfaction or waiver of customary closing conditions, including:

(1) approval of the Merger Agreement

by the Two Trees stockholders;

(2) the absence of any law or order by a governmental authority of the United States or certain non-United

States jurisdictions that has the effect of rendering illegal or prohibiting consummation of the Merger, or causing the Merger to be

rescinded following the completion thereof.

In addition, consummation of the Merger by the Company and Merger Sub are subject to the

satisfaction or waiver of customary closing conditions, including that (i) the Company will have completed its due diligence review of

Two Trees to its satisfaction in its sole discretion;

and (ii) Two Trees will have provided to the Company audited financial statements

for Two Trees and related auditor reports thereon, as provided in the Merger Agreement.

to the terms of the Merger Agreement, Two Trees agreed that at the closing of the Merger, Joe Ragazzo, Two Trees’ Chief Executive

Officer, will shall enter into an indemnification agreement, pursuant to which Mr.

Ragazzo will agree to indemnify the Company for certain

breaches of the representations and warranties of Two Trees.

Merger Agreement contains customary representations, warranties and covenants made by each of the Company, Merger Sub and Two Trees,

including, among others, covenants by Two Trees regarding the conduct of its business prior to the closing of the Merger.

the Company or Two Trees may terminate the Merger Agreement prior to the closing date if, among certain other circumstances, certain

conditions of the closing have not been satisfied.

The Merger Agreement may be terminated by the Company if, among other things, (1)

the Two Trees stockholders vote against the adoption of the Merger Agreement;

(2) any Action is brought by a third-party non-Affiliate

to enjoin or otherwise restrict the consummation of the closing;

or (3) within five business days after receipt by the opposing Party

of written notice thereof that the other Party is not reasonably capable of curing a material breach of the Merger Agreement prior to

the termination date thereof.

Parties intend, for U.S.

federal income tax purposes, that the Merger will qualify as a “reorganization” within the meaning

of Section 368(a) of the Internal Revenue Code of 1986, as amended, and that the Merger Agreement was adopted as a plan of reorganization

within the meaning of Treasury Regulations Section 1.368-2(g).

1 to Two Trees Merger Agreement

February 16, 2023, the Company, Merger Sub and Two Trees entered into Amendment No.

1 to Merger Agreement (“Amendment No.

Pursuant to the terms of Amendment No.

1, the Merger Agreement was amended to reflect Two Trees’ authorized, issued and outstanding

capital stock as of the effective date of the Merger Agreement, which capital stock consisted of 15,000,000 shares of common stock, par

value $0.0001 per share, of which 9,999,604.69 shares were issued and outstanding as of the effective date of the Merger Agreement, and

3,529,500 shares of preferred stock, par value $0.0001 per share, of which 2,045,672.16 shares were issued and outstanding as of the

effective date of the Merger Agreement.

In addition, pursuant to the terms of Amendment No.

1, the Merger Agreement was amended to replace

Ragazzo with James Cassidy, Two Trees’ Chairman of the Board as the party to indemnify the Company for certain breaches of

the representations and warranties of Two Trees.

and Trademarks

do not currently own any domestic or foreign patents relating to our proposed products.

of December 31, 2022, the Company had two employees.

We consider our relations with our employees to be good.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business