What changed in this filing

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Item 9A. Controls and Procedures

2023-03-27 compared with 2022-04-15 · 372 added, 293 removed, 17 unchanged (98% of the section changed)

CONTROLS AND PROCEDURES

Disclosure controls and procedures are controls

and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the

Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time period specified in the SEC’s rules

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information

required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is accumulated and communicated to

management including our principal executive officer and principal financial officer as appropriate, to allow timely decisions regarding

required disclosure.

In connection with this annual report, as required

by Rule 13a -15d and 15d-15e under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of the

design and operation of our company’s disclosure controls and procedures.

This evaluation was carried out under the supervision

and with the participation of our company’s management, including our company’s principal executive officer and principal

financial officer.

Based upon that evaluation, our company’s principal executive officer and principal financial officer concluded

that as of December 31, 2021 our disclosure controls and procedures were not effective due to the existence of material weaknesses in

our internal controls over financial reporting.

Management’s Annual Report on Internal

Control Over Financial Reporting

Management assessed the effectiveness of the Company’s

internal control over financial reporting based on the criteria for effective internal control over financial reporting established in

SEC guidance on conducting such assessments as of the end of the period covered by this report.

Management conducted the assessment based

on certain criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the

Treadway Commission in 2013.

As of December 31, 2021, our controls over our financial reporting were not effective due to the existence

controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our

reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time

period specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures

designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934

is accumulated and communicated to management including our principal executive officer and principal financial officer as appropriate,

to allow timely decisions regarding required disclosure.

connection with this annual report, as required by Rule 13a -15d and 15d-15e under the Securities Exchange Act of 1934, we have carried

out an evaluation of the effectiveness of the design and operation of our company’s disclosure controls and procedures.

This evaluation

was carried out under the supervision and with the participation of our company’s management, including our company’s principal

executive officer and principal financial officer.

Based upon that evaluation, our company’s principal executive officer and principal

financial officer concluded that as of December 31, 2022 our disclosure controls and procedures were not effective due to the existence

of material weaknesses in our internal controls over financial reporting.

The matters involving internal controls and procedures

that the Company’s management considered to be material weaknesses under the standards of the Public Company Accounting Oversight

(1) lack of a functioning audit committee and lack of a majority of outside directors on the Company’s board of directors,

resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures;

(2) inadequate segregation

of duties consistent with control objectives;

(3) insufficient written policies and procedures for accounting and financial reporting

with respect to the requirements and application of US GAAP and SEC disclosure requirements;

and (4) ineffective controls over period

end financial disclosure and reporting processes.

The aforementioned material weaknesses were identified by the Company’s Chief

Financial Officer in connection with the audit of our financial statements as of December 31, 2021 and communicated the matters to our

Management believes that the material weaknesses

set forth in items (2), (3) and (4) above did not have an effect on the Company’s financial results.

However, management believes

that the lack of a functioning audit committee and lack of a majority of outside directors on the Company’s board of directors,

resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures can result in the

Company’s determination to its financial statements for the future years.

We are committed to improving our financial organization.

As part of this commitment, we will create a position to segregate duties consistent with control objectives and will increase our personnel

resources and technical accounting expertise within the accounting function when funds are available to the Company:

i) Appointing one

or more outside directors to our board of directors who shall be appointed to the audit committee of the Company resulting in a fully

functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures;

and ii) Preparing and implementing sufficient written policies and checklists which will set forth procedures for accounting and financial

reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements.

Management believes that the appointment of one

or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit

committee and a lack of a majority of outside directors on the Company’s Board.

In addition, management believes that preparing

and implementing sufficient written policies and checklists will remedy the following material weaknesses (i) insufficient written policies

and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements;

Annual Report on Internal Control Over Financial Reporting

assessed the effectiveness of the Company’s internal control over financial reporting based on the criteria for effective internal

control over financial reporting established in SEC guidance on conducting such assessments as of the end of the period covered by this

Management conducted the assessment based on certain criteria established in Internal Control - Integrated Framework issued by

the Committee of Sponsoring Organizations of the Treadway Commission in 2013.

As of December 31, 2022, our controls over our financial

reporting were not effective due to the existence of material weaknesses in our internal controls over financial reporting.

matters involving internal controls and procedures that the Company’s management considered to be material weaknesses under the

standards of the Public Company Accounting Oversight Board were:

(1) lack of a functioning audit committee and lack of a majority of

outside directors on the Company’s board of directors, resulting in ineffective oversight in the establishment and monitoring of

required internal controls and procedures;

(2) inadequate segregation of duties consistent with control objectives;

(3) insufficient

written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and

SEC disclosure requirements;

and (4) ineffective controls over period end financial disclosure and reporting processes.

The aforementioned

material weaknesses were identified in connection with the audit of our financial statements as of December 31, 2022 and communicated

the matters to our management.

believes that the material weaknesses set forth in items (2), (3) and (4) above did not have an effect on the Company’s financial

However, management believes that the lack of a functioning audit committee and lack of a majority of outside directors on the

Company’s board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls

and procedures can result in the Company’s determination to its financial statements for the future years.

are committed to improving our financial organization.

As part of this commitment, we will create a position to segregate duties consistent

with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when

funds are available to the Company:

i) Appointing one or more outside directors to our board of directors who shall be appointed to the

audit committee of the Company resulting in a fully functioning audit committee who will undertake the oversight in the establishment

and monitoring of required internal controls and procedures;

and ii) Preparing and implementing sufficient written policies and checklists

which will set forth procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and

SEC disclosure requirements.

believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy

the lack of a functioning audit committee and a lack of a majority of outside directors on the Company’s Board.

In addition, management

believes that preparing and implementing sufficient written policies and checklists will remedy the following material weaknesses (i)

insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application

of US GAAP and SEC disclosure requirements;

and (ii) ineffective controls over period end financial close and reporting processes.

Further, management believes that the hiring of

additional personnel who have the technical expertise and knowledge will result proper segregation of duties and provide more checks and

balances within the department.

Additional personnel will also provide the cross training needed to support the Company if personnel turn

over issues within the department occur.

This coupled with the appointment of additional outside directors will greatly decrease any control

and procedure issues the company may encounter in the future.

We will continue to monitor and evaluate the effectiveness

of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking

further action and implementing additional enhancements or improvements, as necessary and as funds allow.

This annual report does not include an attestation

report of the company’s registered public accounting firm regarding internal control over financial reporting.

report was not subject to attestation by the company’s registered public accounting firm pursuant to temporary rules of the Securities

and Exchange Commission that permit the Company to provide only management’s report in this annual report.

We will continue to monitor and evaluate the effectiveness

of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking

further action and implementing additional enhancements or improvements, as necessary and as funds allow.

Changes in Internal Control over Financial

There were no changes that have affected, or are

reasonably likely to materially affect, our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) under

the Exchange Act) during the year ended December 31, 2021.

management believes that the hiring of additional personnel who have the technical expertise and knowledge will result proper segregation

of duties and provide more checks and balances within the department.

Additional personnel will also provide the cross training needed

to support the Company if personnel turn over issues within the department occur.

This coupled with the appointment of additional outside

directors will greatly decrease any control and procedure issues the company may encounter in the future.

will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial

reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as

necessary and as funds allow.

annual report does not include an attestation report of the company’s registered public accounting firm regarding internal control

over financial reporting.

Management’s report was not subject to attestation by the company’s registered public accounting

firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s

report in this annual report.

will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial

reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as

necessary and as funds allow.

in Internal Control over Financial Reporting

were no changes that have affected, or are reasonably likely to materially affect, our internal control over financial reporting (as

defined in Rules 13a-15(f) or 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2022.

OTHER INFORMATION

DIRECTORS, EXECUTIVE OFFICERS

AND CORPORATE GOVERNANCE

Our executive officers and director are as follows:

Michael Gelmon

President, Chief Executive Officer, Treasurer, Secretary, Chief Financial Officer and Chairman of the Board of Directors

Business Experience

PROFESSIONAL ASSOCIATIONS

Member of Law Society of Alberta, Canada

Work Experience

2001– Present

CEO various public and privately held companies, specializing in workouts/turnarounds;

consulting to investment groups

1989 – Present

Partner, Britannia Law, Calgary, Canada

Proteus Currency Fund Development

Gelmon Brothers Real Estate Development and Consulting

Vice-President of Acquisitions and Development, Domino’s Pizza of Canada Ltd.

Student at Law, Bennett Jones, Calgary, Canada

Bachelor of Laws (Hons), University of London, England

Bachelor of Arts, University of Calgary, Canada

(b) Significant Employees.

(d) Involvement in Certain Legal Proceedings.

No officer, director, or persons nominated for

such positions, promoter or significant employee has been involved in the last ten years in any of the following:

Any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;

Being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

(e) The Board of Directors acts as the Audit Committee

and the Board has no separate committees.

The Company has no qualified financial expert at this time because it has not been able to hire

a qualified candidate.

Further, the Company believes that it has inadequate financial resources at this time to hire such an expert.

Company intends to continue to search for a qualified individual for hire.

(f) Code of Ethics.

We do not currently have a code of ethics.

Director Independence

Our board of directors is currently composed of

one member, Michael Gelmon, who does not qualify as an independent director in accordance with the published listing requirements of the

NASDAQ Global Market.

The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has

not been for at least three years, one of our employees and that neither the director, nor any of his family members has engaged in various

types of business dealings with us.

In addition, our board of directors has not made a subjective determination as to each director that

no relationships exist which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying

out the responsibilities of a director, though such subjective determination is required by the NASDAQ rules.

Had our board of directors

made these determinations, our board of directors would have reviewed and discussed information provided by the directors and us with

regard to each director’s business and personal activities and relationships as they may relate to us and our management.

Involvement in Legal Proceedings

To our knowledge, there have been no material

legal proceedings during the last ten years that would require disclosure under the federal securities laws that are material to an evaluation

of the ability or integrity of any of our directors or executive officers.

Potential Conflicts of Interest

We are not aware of any current or potential conflicts

of interest with Mr.

Michael Gelmon or other business interests and his involvement with MDwerks, Inc.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

executive officers and director are as follows:

following table sets forth the names, positions and ages of our current directors and executive officers.

Each director is elected at

our annual meeting of stockholders and holds office for one year, or until his successor is elected and qualified.

Officers are elected

by our Board of Directors and their terms of office are at the discretion of our Board.

Executive Officer, Chief Financial Officer, and Director

July 21, 2022

Operating Officer and Director

July 21, 2022

information concerning the directors and executive officers listed above is set forth below:

Laker was appointed as the Company’s Chief Executive Officer, Chief Financial Officer, and Director

on July 21, 2022.

Laker has served as the Chief Executive Officer of Sunwave USA Holdings Inc., a company focused on the energy and

sustainability industry (“Sunwave”) since 2019.

Previously, Mr.

Laker served as Chief Executive Officer of Agera Energy LLC

and its affiliates, from 2014 through 2018.

Laker received a Bachelor of Arts from SUNY Empire State College

Michael Nordlicht was appointed as the Company’s Chief Operating Officer and Director on July 21, 2022.

Nordlicht, served a Vice President of Sunwave, a company focused on the energy and systainability industry from 2019 to 2022.

Nordlicht served as the General

Counsel for Agera Energy LLC, an electricity and natural gas provider from June 2014 through January 2019.

Nordlicht received a Bachelor

of Arts degree from Yeshiva University and Juris Doctor degree from Georgetown University Law Center.

Relationships

in Certain Legal Proceedings

our knowledge, during the past ten years, none of our directors, executive officers, promoters, control persons, or nominees has:

Been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other

minor offenses);

Had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or

business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within

two years prior to that time;

Been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent

jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his

involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance

activities, or to be associated with persons engaged in any such activity;

Been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have

violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

Been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not

subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating

to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting

financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of

disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order,

or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity;

Been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory

organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the

Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its

members or persons associated with a member.

as set forth in our discussion below in “Certain Relationships and Related Transactions,” none of our directors or executive

officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are

required to be disclosed pursuant to the rules and regulations of the SEC.

do not have a standing nominating, compensation or audit committee.

Rather, our full Board of Directors performs the functions of these

We do not believe it is necessary for our Board of Directors to appoint such committees because the volume of matters that

come before our Board of Directors for consideration permits the directors to give sufficient time and attention to such matters to be

involved in all decision making.

Additionally, because our common stock is not listed for trading or quotation on a national securities

exchange, we are not required to have such committees.

have no independent directors, as such term is defined in the listing standards of The NASDAQ Stock Market, at this time.

is not quoted on any exchange that requires director independence requirements.

have not yet adopted a code of ethics that applies to all of our employees, officers and directors, including those officers responsible

for financial reporting.

Qualifications

believe that each of the members of our board of directors has the experience, qualifications, attributes and skills that make him or

her suitable to serve as our director, in light of our highly regulated magnesium business and the complex nature of our operations.

See above under the heading Item 10.

“Directors, Executive Officers and Corporate Governance” for a description of the education

and experience of each director.

Leadership Structure and Board’s Role in Risk Oversight

board is generally responsible for the oversight of corporate risk in its review and deliberations relating to our activities.

Our principal

source of risk falls into two categories, financial and product commercialization.

The board oversees management of financial risks;

our board regularly reviews information regarding our cash position, liquidity and operations, as well as the risks associated with each.

The board regularly reviews plans, results and potential risks related to our business.

The board is also expected to oversee risk management

as it relates to our compensation plans, policies and practices for all employees including executives and directors, particularly whether

our compensation programs may create incentives for our employees to take excessive or inappropriate risks which could have a material

adverse effect on the Company.

on Liability and Indemnification of Officers and Directors

145 of the Delaware General Corporation Law (the “DGCL”) empowers a Delaware corporation to indemnify any persons who are,

or are threatened to be made, parties to any threatened, pending, or completed legal action, suit, or proceeding, whether civil, criminal,

administrative, or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person

was an officer or director of such corporation, or is or was serving at the request of such corporation as a director, officer, employee,

or agent of another corporation or enterprise.

The indemnity may include expenses (including attorneys’ fees), judgments, fines,

and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit, or proceeding, provided

that such officer or director acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation’s

best interests, and, for criminal proceedings, had no reasonable cause to believe his conduct was illegal.

A Delaware corporation may

indemnify officers and directors in an action by or in the right of the corporation under the same conditions, except that no indemnification

is permitted without judicial approval if the officer or director is adjudged to be liable to the corporation in the performance of his

Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation

must indemnify him against the expenses which such officer or director actually and reasonably incurred.

accordance with Section 102(b)(7) of the DGCL, our certificate of incorporation provides that directors will not be personally liable

for monetary damages for breaches of their fiduciary duty as directors.

The effect of this provision is to eliminate the personal liability

of directors for monetary damages or actions involving a breach of their fiduciary duty of care, including any actions involving gross

provisions may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty.

These provisions

also may have the effect of reducing the likelihood of derivative litigation against officers and directors, even though such an action,

if successful, might otherwise benefit us and our stockholders.

Furthermore, a stockholder’s investment may be adversely affected

to the extent we pay the costs of settlement and damage awards against officers and directors pursuant to these indemnification provisions.

believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced

officers and directors.

EXECUTIVE COMPENSATION

Summary Compensation Table

MDwerks, Inc.

has made no provisions for paying

cash or non-cash compensation to its sole officer and director.

No salaries are being paid at the present time, and none will be paid

unless and until our operations generate sufficient cash flows.

The table below summarizes all compensation awarded

to, earned by, or paid to our named executive officer for all services rendered in all capacities to us for the period from inception

through December 31, 2021.

Summary Compensation of Named Executive Officers

Compensation Table

have made no provisions for paying cash or non-cash compensation to its officers and directors.

No salaries have been paid for the years

ended December 31, 2022 and 2021, and none will be paid unless and until our operations generate sufficient cash flows.

following table summarizes all compensation recorded by us in the past two fiscal years for:

principal executive officer or other individual acting in a similar capacity during the fiscal year ended December 31, 2022,

two most highly compensated executive officers, other than our principal executive officers, who were serving as executive officers at

December 31, 2022, and

to two additional individuals for whom disclosure would have been provided but for the fact that the individual was not serving as an

executive officer at December 31, 2022.

definitional purposes, these individuals are sometimes referred to as the “named executive officers.”

Compensation of Named Executive Officers

Name and Principal Position

Michael Gelmon

Present, Chief Executive Officer, Secretary, Treasurer

Michael Gelmon

President, Chief Executive Officer, Secretary, Treasurer

Outstanding Equity Awards at Fiscal Year End

We did not pay any salaries in 2021 and 2020.

None of our executive officer(s) received any equity awards, including, options, restricted stock, performance awards or other equity

incentives during the years ended December 31, 2021 and 2020 for MDwerks, Inc.

Employment Contracts

At this time, MDwerks, Inc.

has not entered into

any employment agreements with its sole officer and director.

If there is sufficient cash flow available from our future operations, the

company may enter into employment agreements with our sole officer and director or future key staff members.

Stock Awards Plan

The company has not adopted a Stock Awards Plan

but may do so in the future.

Fiscal Year ended December

Option Awards

Non-Equity Incentive Plan Compensation

Non-qualified Deferred Compensation Earnings

All Other Compensation

Present, Chief Executive Officer Chief Financial Officer,

Michael Gelmon, Former Chief Executive Officer (1)

Michael Nordlicht

Chief Operating Officer

on July 21, 2022.

Equity Awards at Fiscal Year End

of our named executive officers received any equity awards, including, options, restricted stock, performance awards or other equity

incentives during the year ended December 31, 2022.

this time, we have not entered into any employment agreements with its officers and directors.

If there is sufficient cash flow available

from our future operations, the company may enter into employment agreements with our officers and directors.

have not adopted any equity compensation plans but may do so in the future.

The terms of any such plan have not been determined.

Director Compensation

The Board of Directors of the Company has not

adopted a stock option plan.

The company has no plans to adopt it but may choose to do so in the future.

If such a plan is adopted, this

may be administered by the board or a committee appointed by the board (the “Committee”).

The committee would have the power

to modify, extend or renew outstanding options and to authorize the grant of new options in substitution therefore, provided that any

such action may not impair any rights under any option previously granted.

MDwerks, Inc.

may develop an incentive-based stock option plan

for its officers and directors and may reserve up to 10% of its outstanding shares of common stock for that purpose.

The table below summarizes all compensation awarded

to, earned by, or paid to our directors for all services rendered in all capacities to us for the period inception (April 20, 2015) through

December 31, 2021.

December 31, 2022, there are no outstanding equity awards concerning unexercised options, stock that has not vested nor equity incentive

plan awards for any named executive officer.

Board of Directors of the Company has not adopted a stock option plan.

The company has no plans to adopt it but may choose to do so in

If such a plan is adopted, this may be administered by the board or a committee appointed by the board (the “Committee”).

The committee would have the power to modify, extend or renew outstanding options and to authorize the grant of new options in substitution

therefore, provided that any such action may not impair any rights under any option previously granted.

table below summarizes all compensation awarded to, earned by, or paid to our directors for all services rendered in all capacities to

us during the year ended December 31, 2022.

DIRECTOR COMPENSATION

3 unchanged sentences

Michael Gelmon (1)

Board Committees

We have not formed an Audit Committee, Compensation

Committee or Nominating and Corporate Governance Committee as of the filing of this Annual Report.

Our Board of Directors performs the

principal functions of an Audit Committee.

We currently do not have an audit committee financial expert on our Board of Directors.

believe that an audit committee financial expert is not required because the cost of hiring an audit committee financial expert to act

as one of our directors and to be a member of an Audit Committee outweighs the benefits of having an audit committee financial expert

at this time.

SECURITY OWNERSHIP OF CERTAIN

BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information

with respect to the beneficial ownership of our voting securities by (i) each director and named executive officer, (ii) all executive

officers and directors as a group;

and (iii) each shareholder known to be the beneficial owner of 5% or more of the outstanding common

stock of the Company as of December 31, 2021.

Beneficial ownership is determined in accordance

with the rules of the SEC.

as a director on July 21, 2022.

have not formed an Audit Committee, Compensation Committee or Nominating and Corporate Governance Committee as of the filing of this

Annual Report.

Our Board of Directors performs the principal functions of an Audit Committee.

We currently do not have an audit committee

financial expert on our Board of Directors.

We believe that an audit committee financial expert is not required because the cost of hiring

an audit committee financial expert to act as one of our directors and to be a member of an Audit Committee outweighs the benefits of

having an audit committee financial expert at this time.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

following table sets forth certain information with respect to the beneficial ownership of our voting securities by (i) each director

and named executive officer, (ii) all executive officers and directors as a group;

and (iii) each shareholder known to be the beneficial

owner of 5% or more of the outstanding common stock of the Company as of December 31, 2022.

ownership is determined in accordance with the rules of the SEC.

Generally, a person is considered to beneficially own securities:

(i) over which such person, directly or indirectly,

exercises sole or shared voting or investment power, and (ii) of which such person has the right to acquire beneficial ownership at any

time within 60 days (such as through exercise of stock options or warrants).

For purposes of computing the percentage of outstanding shares

held by each person or group of persons, any shares that such person or persons has the right to acquire within 60 days of December 31,

2021 are deemed to be outstanding but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other

The inclusion herein of any shares listed as beneficially owned does not constitute an admission of beneficial ownership.

following table sets forth information regarding the number of shares of Common Stock beneficially owned on December 31, 2020, by each

person who is known by the Company to beneficially own 5% or more of the Company’s Common Stock, each of the Company’s directors

and executive officers, and all of the Company’s directors and executive officers, as a group:

On December 21, 2020 we had 18,010,208

shares of common stock issued and outstanding and 10,000,000 shares of Series A Preferred Stock issued and outstanding.

Name of Beneficial Owner

Common Shares Beneficially Owned

Common Ownership Percentage (3)

Total Voting Percentage

Michael Gelmon (1)

All officers and Directors as a group (1 person)

Denise Katz as Trustee (2)

Howard Katz & Denise Katz

Medworks Com Corp

Greater than 5% Common Shareholders

Name of Beneficial Owner

Series A Preferred Stock Beneficially Owned (5)

Series A Preferred Stock Percentage

Total Voting Percentage (6)

Ronin Equity Partners, Inc.

Total Preferred Stockholders

Michael Gelmon is Chief Executive Officer, Chief Financial Officer, Secretary and Sole Director of the Company.

Denise Katz is the Trustee of Louis Gabriel Katz REV TRUST 5 2007 and the Louis Gabriel IRREV Trust 5/24/07

Based on 18,010,208 shares outstanding as of the date of this Form 10-K.

Jacob Cohen is the President and CEO of Ronin Equity Partners, Inc.

Each share of Series A Preferred Stock is convertible into 100 shares of Common Stock

Based on 1,018,010,208 total voting shares, including 18,010,208 shares voted by our common stockholders and 1,000,000,000 voting shares voted by our Series A Preferred Stock holder

This table is based upon information derived from

our stock records.

We believe that each of the shareholders named in this table has sole or shared voting and investment power with respect

to the shares indicated as beneficially owned;

except as set forth above, applicable percentages are based upon 18,010,208 shares of common

stock outstanding.

CERTAIN RELATIONSHIP AND RELATED TRANSACTIONS,

AND DIRECTOR INDEPENDENCE.

Our president and sole director provides office

space at no charge to the Company in Calgary, Alberta.

PRINCIPAL ACCOUNTANT FEES

AND SERVICES.

Fees paid to Auditors

The Company recorded audit fees of $9,500 and

$0 for the years ended December 31, 2021 and December 31, 2020, respectively.

The SEC requires that before our independent registered

public accounting firm is engaged by us to render any auditing or permitted non-audit related service, the engagement be either:

by our Audit Committee or (ii) entered into pursuant to pre-approval policies and procedures established by the Audit Committee, provided

that the policies and procedures are detailed as to the particular service, the Audit Committee is informed of each service, and such

policies and procedures do not include delegation of the Audit Committee’s responsibilities to management.

We do not have an Audit Committee.

Our Board pre-approves

all services provided by our independent registered public accounting firm.

All of the above services and fees paid during 2021 and 2020

were pre-approved by our Board.

EXHIBITS, FINANCIAL STATEMENT

Please see the “Exhibit Index,” which

is incorporated herein by reference, following the signature page for a list of our exhibits.

Pursuant to the requirements of Section 13 or

15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,

thereunto duly authorized.

MDwerks, Inc.

April 15, 2022

/s/ Michael Gelmon

Michael Gelmon

President and Director

Principal Executive Officer

Principal Financial Officer

Principal Accounting Officer

Pursuant to the requirements of the Securities

Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and

on the dates indicated.

/s/ Michael Gelmon

April 15, 2022

Michael Gelmon

President and Director

Principal Executive Officer

Principal Financial Officer

Principal Accounting Officer

Document Description

Articles of Incorporation (1)

over which such person, directly or indirectly, exercises sole or shared voting or investment power, and (ii) of which such person has

the right to acquire beneficial ownership at any time within 60 days (such as through exercise of stock options or warrants).

of computing the percentage of outstanding shares held by each person or group of persons, any shares that such person or persons has

the right to acquire within 60 days of December 31, 2022 are deemed to be outstanding but are not deemed to be outstanding for the purpose

of computing the percentage ownership of any other person.

The inclusion herein of any shares listed as beneficially owned does not constitute

an admission of beneficial ownership.

The following table sets forth information regarding the number of shares of Common Stock and Series

A Preferred Stock beneficially owned as of the date of this Annual Report, by each person who is known by the Company to beneficially

own 5% or more of the Company’s Common Stock, each of the Company’s directors and executive officers, and all of the Company’s

directors and executive officers, as a group:

On December 31, 2022 we had 122,260,208 shares of common stock issued and outstanding and

8,957,500 shares of Series A Preferred Stock issued and outstanding.

Series A Preferred Stock

Name, Position and Address of Beneficial Owner

Beneficially Owned

% of Common Stock (1)

Beneficially Owned

% of Series A Preferred Shares (1)(2)

of Capital Stock Owned (2)

% of Total Capital Stock

% of Voting Capital Stock

Directors and Executive Officers

Michael Nordlicht (4)

All directors and officers as a group (2 persons)

Five Percent Shareholders:

Tradition Reserve Trust 1 LLC.

percentages in the table have been calculated on the basis of treating as outstanding for a particular person, all shares of our

capital stock outstanding on March 23, 2023.

On March 23, 2023, there were 123,273,097 shares of our common stock outstanding

and 8,957,500 shares of Series A Preferred Stock outstanding.

To calculate a stockholder’s percentage of beneficial ownership,

we include in the numerator and denominator the common stock outstanding and all shares of our common stock issuable to that person

in the event of the exercise of outstanding options and other derivative securities owned by that person which are exercisable within

60 days of March 23, 2023.

Common stock options and derivative securities held by other stockholders are disregarded in this calculation.

Therefore, the denominator used in calculating beneficial ownership among our stockholders may differ.

Unless we have indicated otherwise,

each person named in the table has sole voting power and sole investment power for the shares listed opposite such person’s

share of Series A Preferred Stock is convertible into 100 shares of Common Stock and is entitled to 100 votes per share.

Laker is Chief Executive Officer and Director of the Company.

Nordlicht is Chief Operating Officer and Director of the Company.

Cassidy is the Managing Member of Tradition Reserve Trust 1 LLC and has sole dispositive power over the shares owned by Tradition

Reserve Trust 1 LLC.

Its address is 107 N Greeley Ave., PO Box 892, Chappaqua New York 10514.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

addition to the compensation arrangements, including employment, termination of employment and change in control arrangements and indemnification

arrangements, discussed in Item 10.

“Directors, Executive Officers and Corporate Governance” and Item 11.

Compensation” above, the following is a description of each transaction since November 1, 2020 and each currently proposed transaction

have been or will be a participant;

amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed

fiscal years;

of our directors, executive officers or beneficial owners of more than 5% of our capital stock, or any immediate family member of,

or person sharing the household with, any of these individuals, had or will have a direct or indirect material interest.

parties include any person who is or was (since the beginning of the last fiscal year, even if such person does not presently serve in

that role) our executive officer or director, any shareholder owning more than 5% of any class of our voting securities or an immediate

family member of any such person.

potential related party transaction that requires approval will be reviewed and overseen by the Audit Committee, and the Audit Committee

will consider such factors as it deems appropriate to determine whether to approve, ratify or disapprove the related party transaction.

The Audit Committee may approve the related party transaction only if it determines in good faith that, under all of the circumstances,

the transaction is in the best interests of us and our shareholders.

with Related Parties

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.

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.

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

following table shows the fees that were billed for the audit and other services provided by M&K CPAs LLC, our independent registered

public accounting firm for the fiscal year ended December 31, 2022 and provided by TAAD LLP, our independent registered public accounting

firm for the fiscal year ended December 31, 2021.

Audit-Related Fees

All Other Fees

Fees - This category includes the audit of our annual financial statements included in our Annual Report on Form 10-K, review of

financial statements included in our Quarterly Reports on Form 10-Q and services that are normally provided by the independent registered

public accounting firm in connection with engagements for those fiscal years.

This category also includes advice on audit and accounting

matters that arose during, or as a result of, the audit or the review of interim financial statements.

Audit-Related

Fees - This category consists of assurance and related services by the independent registered public accounting firm that are reasonably

related to the performance of the audit or review of our financial statements and are not reported above under “Audit Fees.”

The services for the fees disclosed under this category include consultation regarding our correspondence with the SEC, other accounting

consulting and other audit services.

Fees - This category consists of professional services rendered by our independent registered public accounting firm for tax compliance

and tax advice.

The services for the fees disclosed under this category include tax return preparation and technical tax advice.

Other Fees - This category consists of fees for other miscellaneous items.

SEC requires that before our independent registered public accounting firm is engaged by us to render any auditing or permitted non-audit

related service, the engagement be either:

(i) approved by our Audit Committee or (ii) entered into pursuant to pre-approval policies

and procedures established by the Audit Committee, provided that the policies and procedures are detailed as to the particular service,

the Audit Committee is informed of each service, and such policies and procedures do not include delegation of the Audit Committee’s

responsibilities to management.

do not have an Audit Committee.

Our Board pre-approves all services provided by our independent registered public accounting firm.

of the above services and fees paid during 2022 and 2021 were pre-approved by our Board.

EXHIBIT AND FINANCIAL STATEMENT SCHEDULES

see the “Exhibit Index,” which is incorporated herein by reference, following the signature page for a list of our exhibits.

FORM 10-K SUMMARY

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed

on its behalf by the undersigned, thereunto duly authorized.

March 27, 2023

Executive Officer

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the

registrant and in the capacities and on the dates indicated.

Executive Officer, Chief Financial Officer and Director

Executive Officer and Principal Financial Officer)

Michael Nordlicht

Merger Agreement, dated February 13, 2023, by and among MDwerks, Inc., MD-TT Merger Sub, Inc.

and Two Trees Beverage Co.

(Incorporated by reference to Exhibit 2.1 to the Registrants Current Report on Form 8-K filed with the SEC on February 17, 2023)

Amendment No.

1 to Merger Agreement, dated February 16, 2023, by and among MDwerks, Inc., MD-TT Merger Sub, Inc.

and Two Trees Beverage Co.

(Incorporated by reference to Exhibit 2.2 to the Registrants Current Report on Form 8-K filed with the SEC on February 17, 2023)

Amended and Restated Certificate of Incorporation of the registrant (Incorporated by reference to Exhibit 3.1 to the Registrants Current Report on Form 8-K filed with the SEC on September 19, 2022).

Amended and Restated Bylaws of the registrant (Incorporated by reference to Exhibit 3.2 to the Registrants Current Report on Form 8-K filed with the SEC on September 19, 2022).

Certificate of Elimination of the registrant (Incorporated by reference to Exhibit 3.3 to the Registrants Current Report on Form 8-K filed with the SEC on September 19, 2022).

Exchange Agreement, dated as of January 19, 2023, by and among the registrant, RF Specialties LLC and Keith A.

Mort (Incorporated by reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K filed with the SEC on January 25, 2023).

Certification of Chief Executive Officer pursuant to Rule 13(a)-14(a)/15(d)-14(a) of the Securities Act of 1934

Certification of Chief Financial Officer pursuant to Rule 13(a)-14(a)/15(d)-14(a)

of the Securities Act of 1934 *

Certification of Chief Financial Officer pursuant to Rule 13(a)-14(a)/15(d)-14(a) of the Securities Act of 1934 *

Certification of Principal Executive Officer and Principal Accounting Officer under Section 1350 as Adopted pursuant Section 906 of the Sarbanes-Oxley Act of 2002

Certification of Chief Financial Officer under Section 1350 as Adopted

pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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(1) Filed with the SEC on Form SB-2 filed with the SEC on August 12,

Certification of Chief Financial Officer under Section 1350 as Adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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Included in Exhibit 31.1

1 unchanged sentence

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 9A. Controls and Procedures