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Item 8. Financial Statements and Supplementary Data

2023-03-27 compared with 2022-04-15 · 322 added, 277 removed, 70 unchanged (90% of the section changed)

FINANCIAL STATEMENTS AND

SUPPLEMENTARY DATA

Index to Financial Statements

As of December 31, 2021 and 2020

and for the Years Ended December 31, 2021 and

Report of Independent Registered Public Accounting Firm (PCAOB ID 5854 )

Balance Sheet

Statements of Operations

Statement of Changes in Stockholders’ Equity (Deficit)

Statements of Cash Flows

Notes to Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

to Financial Statements

of December 31, 2022 and 2021

for the Years Ended December 31, 2022 and 2021

of Independent Registered Public Accounting Firm (PCAOB ID 5854 )

of Independent Registered Public Accounting Firm (PCAOB ID 2738 )

of Operations

of Changes in Stockholders’ Equity (Deficit)

of Cash Flows

to Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Board of Directors and

Stockholders of MDWerks, Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of MDWerks, Inc.

Company) as of December 31, 2021, 2020 and the related statements of income, comprehensive income, stockholders’ deficit, and cash

flows for the years ended December 31, 2021, 2020 and the related notes (collectively referred to as the financial statements).

opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021,

2020 and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally

accepted in the United States of America.

Going Concern Matter

The accompanying financial statement have been prepared assuming that

the Company will continue as a going concern.

As discussed in Note 2 to the financial statements, the Company has suffered recurring losses

from operations that raises substantial doubt about its ability to continue as a going concern.

Management’s plan in regard to these

matters are also described in Note 2.

The financial statements do not include any adjustments that might result from the outcome of this

Basis for Opinion

These financial statements are the responsibility of the Company’s

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public

accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent

with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities

and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free

of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit

of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control

over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control

over financial reporting.

on the Financial Statements

have audited the accompanying balance sheet of MDWerks, Inc.

(the Company) as of December 31, 2021 and the related statements of income,

comprehensive income, stockholders’ deficit, and cash flow for the year ended December 31, 2021 and the related notes (collectively

referred to as the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial

position of the Company as of December 31, 2021 and the results of its operations and its cash flows for the year then ended, in conformity

with accounting principles generally accepted in the United States of America.

Concern Matter

accompanying financial statement have been prepared assuming that the Company will continue as a going concern.

As discussed in Note

2 to the financial statements, the Company has suffered recurring losses from operations that raises substantial doubt about its ability

to continue as a going concern.

Management’s plan in regard to these matters are also described in Note 2.

The financial statements

do not include any adjustments that might result from the outcome of this uncertainty.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities

laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits,

we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material

misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures

included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included

evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation

of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from

the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,

subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements,

taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit

matters or on the accounts or disclosures to which they relate.

We determined that there are no critical matters.

We have served

as the Company’s auditor since 2020.

Diamond Bar, CA

April 15, 2022

MDWERKS, INC.

Balance Sheet

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error

or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits

provide a reasonable basis for our opinion.

Audit Matters

critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated

or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial

statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters

does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit

matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

We determined

that there are no critical matters.

have served as the Company’s auditor from February 2021 to February 2023

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Board of Directors and Stockholders of MDWerks, Inc.

on the Financial Statements

have audited the accompanying balance sheet of MDWerks, Inc.

(the Company) as of December 31, 2022, and the related statements of operations,

statement of changes in stockholders’ equity (deficit), and cash flows and the related notes (collectively referred to as the “financial

statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the

Company as of December 31, 2022, and the results of its operations and its cash flows for the year then ended in conformity with accounting

principles generally accepted in the United States of America.

The financial statements of MDWerks Inc.

as of December 31, 2021 were

audited by other auditors whose report dated April 15, 2022 expressed an unqualified opinion on those statements.

accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note

2 to the financial statements, the Company has suffered net losses from operations and a deficit in equity, which raises substantial

doubt about its ability to continue as a going concern.

Management’s plans regarding those matters are discussed in Note 2.

financial statements do not include any adjustments that might result from the outcome of this uncertainty.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities

laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit,

we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or

fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and the significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe our audit provides

a reasonable basis for our opinion.

Audit Matters

critical audit matter communicated below is a matter arising from the current period audit of the financial statements that were communicated

or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial

statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of the critical audit matter

does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit

matter below, providing separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

to the net loss for the year, the Company evaluated the need for a going concern.

management’s evaluation of a going concern can be a significant judgement given the fact that the Company uses management estimates

on future revenues and expenses which are not able to be substantiated.

discussed in Note 2, the Company has a going concern due to net loss during the year as well as having negative cash flows from operations

during the year ended December 31,2022.

evaluate the appropriateness of the going concern, we examined and evaluated the financial information along with management’s

plans to mitigate the going concern and management’s disclosure on going concern.

have served as the Company’s auditor since 2022.

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

6 unchanged sentences

STOCKHOLDERS’ DEFICIT

Preferred stock, (par value $ 0.001 , 10,000,000 shares authorized, of which 10,000,000 and 10,000,000 shares issued and outstanding as of December 31, 2021 and 2020 respectively)

Common stock (par value $ 0.001 , 200,000,000 shares authorized, of which 18,010,208 and 18,010,208 shares issued and outstanding as of December 31, 2021 and 2020, respectively)

Preferred stock, par value .001 ;

10,000,000 shares authorized, of which 8,957,500 and 10,000,000 are issued and outstanding as of December 31, 2022 and 2021

Common stock, par value .001 , 300,000,000 shares authorized, of which 122,260,208 and 18,010,028 are shares issued and outstanding as of December 31, 2022 and 2021

Additional paid in capital

2 unchanged sentences

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

The accompanying notes are an integral part of

these financial statements.

MDWERKS, INC.

Statements of Operations

accompanying notes are an integral part of these financial statements.

of Operations

For the Year Ended

9 unchanged sentences

Total Other Income

Net Income (Loss)

Basic and diluted income (loss) per share

Net (loss) income

$ ( 136,721 )

Net (loss) income per share

Weighted average number of shares outstanding

Basic and diluted

The accompanying notes are an integral part of

the financial statements

MDWERKS, INC.

Statement of Changes in Stockholders’ Equity

accompanying notes are an integral part of the financial statements.

of Changes in Stockholders’ Equity (Deficit)

Preferred Stock

Total Shareholder’s

Balance, December 31, 2019

Balance, January 1, 2021

$ ( 331,979 )

1 unchanged sentence

Imputed Interest

Net (loss) Income

Balance, December 31, 2021

3 unchanged sentences

Total Shareholder’s

Balance, December 31, 2020

Balance, January 1, 2022

$ ( 294,003 )

$ ( 230,798 )

Imputed Interest

Net (loss) Income

Net income (loss)

Conversion of preferred stock-related party

( 1,042,500 )

Forgiveness of debt-related party

Balance, December 31, 2022

1 unchanged sentence

$ ( 128,075 )

The accompanying notes are an integral part of

these financial statements.

MDWERKS, INC.

Statements of Cash Flows

accompanying notes are an integral part of these financial statements.

of Cash Flows

December 31, 2022

2 unchanged sentences

Net income (loss)

$ ( 136,721 )

Adjustments to reconcile net loss to net cash used in operating activities:

13 unchanged sentences

Cash paid for interest

The accompanying notes are an integral part of

these financial statements

MDWERKS, Inc.

Notes to Financial Statements

For the Years Ended December 31, 2020 and 2021

NOTE 1 – ORGANIZATION AND DESCRIPTION

OF THE BUSINESS

MDWerks, Inc.

(the “Company”), a

Delaware corporation, is focused 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 the Company’s public reporting status.

The Company is not limited to a particular industry or geographic region for purposes

of consummating a Business Combination.

As of the date of this report, the Company had not yet commenced any operations.

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.

On March 11, 2020, the World Health Organization

(“WHO”) declared the Covid-19 outbreak to be a global pandemic.

In addition to the devastating effects on human life, the

pandemic is having a negative ripple effect on the global economy, leading to disruptions and volatility in the global financial markets.

Most US states and many countries have issued policies intended to stop or slow the further spread of the disease.

Covid-19 and the U.S.

response to the pandemic

are significantly affecting the economy.

There are no comparable events that provide guidance as to the effect the Covid-19 pandemic may

have, and, as a result, the ultimate effect of the pandemic is highly uncertain and subject to change.

We do not yet know the full extent

of the effects on the economy, the markets we serve, our business, or our operations.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING

of Presentation – The financial statements present the financial position, results of operations and cash flows of the

Company in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).

dollar amounts are rounded to the nearest thousand dollars.

Supplemental disclosure of non-cash investing and financing activities

Forgiveness of debt as capital contribution-related party

Conversion of preferred stock-related party

accompanying notes are an integral part of these financial statements.

to Financial Statements

the Years Ended December 31, 2022 and 2021

1 – ORGANIZATION AND DESCRIPTION OF THE BUSINESS

(the “Company”), a Delaware corporation, is focused 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 the Company’s public reporting status.

The Company is not limited to a particular industry

or geographic region for purposes of consummating a Business Combination.

As of the date of this report, the Company had not yet commenced

any operations.

All 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.

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of Presentation – The financial statements present the financial position, results of operations and cash flows of the Company

in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).

All dollar amounts

are rounded to the nearest thousand dollars.

and Cash Equivalents – The Company considers all highly liquid instruments with original maturities of three months or less

when acquired, to be cash equivalents.

The Company had no

cash equivalents at December 31, 2020 and December 31, 2021.

The Company had no cash equivalents at December 31, 2022 and December 31, 2021.

Taxes – The Company complies with the accounting and reporting requirements of US GAAP in accounting for income taxes.

Company uses the asset and liability approach to financial reporting for income taxes.

Deferred income tax assets and liabilities

are computed for differences between the financial statement and tax basis of assets and liabilities that will result in future

taxable or deductible amounts and are based on enacted tax laws and rates applicable to the periods in which the differences are

expected to affect taxable income.

Valuation allowances are established when necessary to reduce deferred income tax assets to the

amount expected to be realized.

The Company also complies with US GAAP in accounting

for uncertain tax positions.

A tax benefit from an uncertain position may be recognized only if it is “more likely than not”

that the position is sustainable based on its technical merits.

Based on its analysis, the Company has determined that it has not incurred

any liability for unrecognized tax benefits as of December 31, 2020 and December 31, 2021.

However, the Company's conclusions may

be subject to review and adjustment at a later date based on factors including, but not limited to, on-going analyses of and changes to

tax laws, regulations and interpretations thereof.

The Company recognizes interest and penalties related to unrecognized tax benefits

in interest expense and other expenses, respectively.

No interest expense or penalties have been recognized as of and for the years

ended December 31, 2020 and December 31, 2021.

Loss Per Share – The Company complies with the accounting and reporting requirements of US GAAP in reporting its earnings per

Net loss per share is computed based on the weighted average number of common shares outstanding.

Basic (loss) per share excludes dilution and is

computed by dividing (loss) available to common stockholders by the weighted average common shares outstanding for the year.

per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted

into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity.

In the fiscal years ended

December 31, 2020 and December 31, 2021, there were no options, warrants or derivative securities outstanding.

Therefore, basic and diluted

loss per share were the same for the fiscal years ended December 31, 2020 and December 31, 2021.

Value of Financial Instruments – The fair value of the Company's assets and liabilities, which qualify as financial

instruments under US GAAP, approximate the carrying amounts presented in the consolidated balance sheets.

Deferred income tax assets and liabilities are

computed for differences between the financial statement and tax basis of assets and liabilities that will result in future taxable or

deductible amounts and are based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect

taxable income.

Valuation allowances are established when necessary to reduce deferred income tax assets to the amount expected to be

Company also complies with US GAAP in accounting for uncertain tax positions.

A tax benefit from an uncertain position may be recognized

only if it is “more likely than not” that the position is sustainable based on its technical merits.

Based on its analysis,

the Company has determined that it has not incurred any liability for unrecognized tax benefits as of December 31, 2022 and December

However, the Company’s conclusions may be subject to review and adjustment at a later date based on factors including,

but not limited to, on-going analyses of and changes to tax laws, regulations and interpretations thereof.

The Company recognizes interest

and penalties related to unrecognized tax benefits in interest expense and other expenses, respectively.

No interest expense or penalties

have been recognized as of and for the years ended December 31, 2022 and December 31, 2021.

Per Share –Earnings per share is computed based on the weighted average number of common shares outstanding.

(loss) per share excludes dilution and is computed by dividing (loss) available to common stockholders by the weighted average common

shares outstanding for the year.

Diluted loss per share reflects the potential dilution that could occur if securities or other contracts

to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the

earnings of the entity.

In the fiscal years ended December 31, 2022 and December 31, 2021, there were no options, warrants or derivative

securities outstanding.

of Estimates and Assumptions – The preparation of financial statements in accordance with US GAAP requires the Company’s

2 unchanged sentences

Actual results can, and in many cases will, differ from those estimates.

Fair value of financial instruments – The

Company measures its financial and non-financial assets and liabilities, as well as makes related disclosures, in accordance with FASB

Accounting Standards Codification No.

820, Fair Value Measurement (“ASC 820”), which provides guidance with respect to valuation

techniques to be utilized in the determination of fair value of assets and liabilities.

Approaches include, (i) the market approach (comparable

market prices), (ii) the income approach (present value of future income or cash flow), and (iii) the cost approach (cost to replace the

service capacity of an asset or replacement cost).

ASC 820 utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques

used to measure fair value into three broad levels.

The following is a brief description of those three levels:

Observable inputs such as quoted prices

(unadjusted) in active markets for identical assets or liabilities.

Inputs other than quoted prices that

are observable, either directly or indirectly.

These include quoted prices for similar assets or liabilities in active markets and quoted

prices for identical or similar assets or liabilities in markets that are not active.

Unobservable inputs in which little or

no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques

in which one more significant inputs or significant value drivers are unobservable.

Our financial instruments include cash, inventories,

prepayment and deposits, accounts payable, accrued liabilities, accrued interest payable, accrued compensation, convertible note payable,

loans payable, derivative liabilities and billing in excess of costs and estimated earnings.

The carrying values of the Company’s accounts

payable, accrued liabilities, accrued interest payable, accrued compensation, convertible note payable, short-term loans payable, derivative

liabilities and billing in excess of costs and estimated earnings approximate their fair value due to their short-term nature.

Convertible notes payable – The Company

accounts for convertible notes payable in accordance with the FASB Accounting Standards Codification No.

815, Derivatives and Hedging,

since the conversion feature is not indexed to the Company’s stock and can’t be classified in equity.

The Company allocates

the proceeds received from convertible notes payable between the liability component and conversion feature component.

The conversion

feature that is considered embedded derivative liabilities has been recorded at their fair value as its fair value can be separated from

the convertible note and its conversion is independent of the underlying note value.

The Company has also recorded the resulting discount

on debt related to the conversion feature and is amortizing the discount using the effective interest rate method over the life of the

debt instruments.

Going Concern – These financial statements

have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the discharge

of liabilities in the normal course of business for the foreseeable future.

As reflected in the accompanying financial statements, the

Company had income of $ 37,976 and a net loss of $ 20,553 , and an accumulated deficit of $ 294,003 and $ 331,979 for the years ended December

31, 2021 and 2020, respectively.

Although management believes that it will be able to successfully execute a Business Combination, which

includes third party financing and the raising of capital to meet the Company’s future liquidity needs, there can be no assurances

in this regard.

value of financial instruments – The Company measures its financial and non-financial assets and liabilities, as well as makes

related disclosures, in accordance with FASB Accounting Standards Codification No.

820, Fair Value Measurement (“ASC 820”),

which provides guidance with respect to valuation techniques to be utilized in the determination of fair value of assets and liabilities.

Approaches include, (i) the market approach (comparable market prices), (ii) the income approach (present value of future income or cash

flow), and (iii) the cost approach (cost to replace the service capacity of an asset or replacement cost).

ASC 820 utilizes a fair value

hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels.

The following is a

brief description of those three levels:

Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

Inputs other than quoted prices that are observable, either directly or indirectly.

These include quoted prices for similar assets

or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

Unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as

valuations derived from valuation techniques in which one more significant inputs or significant value drivers are unobservable.

carrying values of the Company’s accounts payable and accrued liabilities, advances payable, and convertible notes payable, approximate

their fair value due to their short-term nature.

notes payable – The Company accounts for convertible notes payable in accordance with the FASB Accounting Standards Codification

815, Derivatives and Hedging, since the conversion feature is not indexed to the Company’s stock and can’t be classified

The Company allocates the proceeds received from convertible notes payable between the liability component and conversion

feature component.

The conversion feature that is considered embedded derivative liabilities has been recorded at their fair value as

its fair value can be separated from the convertible note and its conversion is independent of the underlying note value.

has also recorded the resulting discount on debt related to the conversion feature and is amortizing the discount using the effective

interest rate method over the life of the debt instruments.

Concern – These financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates

the realization of assets and the discharge of liabilities in the normal course of business for the foreseeable future.

in the accompanying financial statements, the Company had loss of $ 136,721 and an accumulated deficit of $ 430,724 as of and for the year

ended December 31, 2022.

Although management believes that it will be able to successfully execute a business combination, which includes

third party financing and the raising of capital to meet the Company’s future liquidity needs, there can be no assurances in this

These matters raise substantial doubt about the Company’s ability to continue as a going concern.

Recently Issued Accounting Pronouncements

– From time to time, new accounting pronouncements are issued by the Financial Accounting Standard Board (“ FASB ”) or

other standard setting bodies that are adopted by the Company as of the specified effective date.

Unless otherwise discussed, the Company

believes that the effect of recently issued standards that are not yet effective will not have a material effect on its financial position

or results of operations upon adoption.

In August 2018, the FASB issued ASU No.

“ Fair Value Measurement (Topic 820).

” This standard modifies disclosure requirements related to fair value measurement

and is effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019.

Early adoption is permitted.

Implementation on a prospective or retrospective basis varies by specific disclosure requirement.

also allows for early adoption of any removed or modified disclosures upon issuance while delaying adoption of the additional disclosures

until their effective date.

The Company adopted ASU No.

2018-13 effective on January 1, 2020 and it did not have a material impact on

the Company’s financial statements.

In December 2019, the FASB issued ASU No.

“ Simplifying the Accounting for Income Taxes (Topic 740) ”.

This standard simplifies the accounting for income taxes.

This standard is effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years.

adoption is permitted for all entities.

The Company is currently assessing the impact of adopting this standard on its financial statements.

In August 2020, the FASB issued ASU 2020-06, “ Debt

– Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity

(Subtopic 815 – 40) ” (“ ASU 2020-06 ”).

ASU 2020-06 simplifies the accounting for certain financial

instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity.

The ASU is part of the FASB’s simplification initiative, which aims to reduce unnecessary complexity in U.S.

amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years.

is currently evaluating the impact of ASU 2020-06 on its financial statements.

NOTE 3 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

As of December 31, 2021 and December 31, 2020,

the Company had a credit of $ 1,139

towards accounts payable and accrued liabilities of $ 65,599 ,

respectively.

These amounts were primarily due to accrued expenses of $65,599 as owed to the Company’s transfer agent and forgiven

by the transfer agent in exchange for a one-time payment of $10,000 paid directly to the transfer agent from a representative of the

Company’s former management team and which was also subsequently forgiven.

NOTE 4 – NOTES PAYABLE

On July 18, 2014, the Company sold and issued

a convertible promissory note in the principal amount of $210,000 to an investor in exchange for $210,000 in cash (the “Note”).

Issued Accounting Pronouncements – From time to time, new accounting pronouncements are issued by the Financial Accounting

Standard Board (“ FASB ”) or other standard setting bodies that are adopted by the Company as of the specified effective

Unless otherwise discussed, the Company believes that the effect of recently issued standards that are not yet effective will not

have a material effect on its financial position or results of operations upon adoption.

3 – ACCOUNTS PAYABLE

Company’s accounts payable as of December 31, 2022 and 2021 consists of trades payable of $ 23,871 and $ 1,139 , respectively.

ADVANCES PAYABLE

Company received advances aggregating $ 29,444

from a non-related parties during the first half

of 2022 in order to cover legal, accounting and other various public company related operating expenses.

The balance owed to this non-related

party was $ 29,444

as of June 30, 2022 which was satisfied in July

This amount was forgiven, along with the outstanding note payable of $ 210,000 .

The SPA, provides, among other things, that the Company’s obligations under its convertible notes and advances payable aggregating

$ 239,444 are forgiven.

This transaction was recognized as an in substance related party transaction.

The forgiveness of debt was recognized

as capital contribution during July 2022 in the accompanying financial statements.

Company received advances aggregating $ 104,204

from two non-related parties during the second

half of 2022 to cover legal, accounting and other various public company related operating expenses.

The advances are unsecured, non-interest

bearing and are due on demand.

5 – NOTES PAYABLE

July 18, 2014, the Company sold and issued a convertible promissory note in the principal amount of $ 210,000 to an investor in exchange

for $ 210,000 in cash (the “Note”).

The Note has no maturity date and is due on demand by the holder at any time.

The Note converts into shares of the Company’s common

stock at a fixed conversion price of $0.0005 per share provided that the Holder shall not convert into any amount exceeding 9.99% of the

then issued and outstanding shares of the Company.

On July 28, 2020, the Note was subsequently sold and purchased by a non-related 3 rd

party investor.

The Company received multiple advances totaling

$ 19,659 from a non-related 3 rd party during the period ending December 31, 2021 in order to cover legal, accounting and other

various public company related operating expenses.

NOTE 5 – CAPITAL STOCK

The Company is authorized to issue 200,000,000

shares of Common stock, $ 0.001 par value, with such designations, rights and preferences as may be determined from time to time by the

Board of Directors.

At December 31, 2020 and December 31, 2021, there were 18,010,208 and 18,010,208 shares issued and outstanding, respectively.

Preferred stock

The Company is authorized to issue 10,000,000

shares of preferred stock, $ 0.001 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

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.

NOTE 6 – CONTINGENCY

In the ordinary course of business, the Company

may become a party to lawsuits involving various matters.

The impact and outcome of litigation, if any, is subject to inherent uncertainties,

and an adverse result in these or other matters may arise from time to time that may harm its business.

The Company believes the ultimate

resolution of any such current proceeding will not have a material adverse effect on our continued financial position, results of operations

or cash flows.

CHANGES IN AND DISAGREEMENTS

WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES

There have been no changes in or disagreements

with accountants regarding our accounting, financial disclosures or any other matter.

converts into shares of the Company’s common stock at a fixed conversion price of $ 0.0005 per share provided that the Holder shall

not convert into any amount exceeding 9.99 % of the then issued and outstanding shares of the Company.

On July 28, 2020, the Note was

subsequently sold and purchased by a non-related 3 rd party investor.

The outstanding balance owed on this note is $ 0 and $ 210,000

as of December 31, 2022 and 2021, respectively.

July 2022, the holders of the Company’s shares of Preferred Stock sold their shares pursuant to a Stock Purchase Agreement (“SPA”),

executed with (i) Tradition Reserve I LLC, a New York limited liability company (“Buyer”);

and (ii) Ronin Equity Partners,

Inc., a Texas corporation (“Seller”).

The SPA, provides, among other things, that the Company’s obligations under its

convertible notes and advances payable aggregating $ 239,444 are forgiven.

This transaction was recognized as an in substance related party

The forgiveness of debt was recognized as capital contribution

during July 2022 in the accompanying financial statements.

6 – CAPITAL STOCK

Company is authorized to issue 300,000,000 shares of Common stock, $ 0.001 par value, with such designations, rights and preferences as

may be determined from time to time by the Board of Directors.

The increase in authorized shares from 200,000,000 to 300,000,000 was

effective September 13, 2022.

At December 31, 2022, there were 122,260,208 shares issued and outstanding.

of the Preferred Stock converted 1,042,500 shares of Preferred Stock into 104,250,000 shares of the Company’s common stock during

December 2022.

Company is authorized to issue 10,000,000 shares of preferred stock, $ 0.001 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.

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 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, 2022 and December 31, 2021, there were 8,957,500 and 10,000,000

shares issued and outstanding, respectively.

7 – CONTINGENCY

the ordinary course of business, the Company may become a party to lawsuits involving various matters.

The impact and outcome of litigation,

if any, is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm

its business.

The Company believes the ultimate resolution of any such current proceeding will not have a material adverse effect on

our continued financial position, results of operations or cash flows.

8- RELATED PARTY TRANSACTIONS

July 2022, the holders of the Company’s shares of Preferred Stock sold their shares pursuant to a Stock Purchase Agreement (“SPA”),

executed with (i) Tradition Reserve I LLC, a New York limited liability company (“Buyer”);

and (ii) Ronin Equity Partners,

Inc., a Texas corporation (“Seller”).

The SPA, provides, among other things, that the Company’s obligations under its

convertible notes and advances payable aggregating $ 239,444 are forgiven.

This transaction was recognized as an in substance related

party transaction.

The forgiveness of debt was recognized as capital contribution during July 2022 in the accompanying financial statements.

of the Preferred Stock, the largest Company’s shareholder, converted 1,042,500 shares of Preferred Stock into 104,250,000 shares

of the Company’s common stock during December 2022.

9 – SUBSEQUENT EVENTS

Company evaluated subsequent events and transactions that occurred after the balance sheet and up to March 27, 2023, the date that the

financial statements were issued.

Based on the review, management has determined that there are no other items requiring disclosure or

adjustment, with the exceptions of the following:

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

RF Specialties LLC (“RFS”) and Keith A.

Mort as the sole member of RFS.

Pursuant to the terms of the Exchange Agreement,

the Company agreed to acquire from Mr.

Mort, and 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

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

The Exchange Agreement

is subject to certain closing conditions.

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.”

In 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 is subject to certain closing conditions.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES.

have been no reportable events pursuant to Item 304(b) of Regulation S-K in connection with a change in our accountants.

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 8. Financial Statements and Supplementary Data