What changed in this filing

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Item 1. Business

2024-06-28 compared with 2023-03-27 · 171 added, 228 removed, 20 unchanged (95% of the section changed)

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

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

for growth in return for shares of our common stock.

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

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

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

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

from our public reporting status.

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

as discussed below.

Business – Recent Developments - Change of Control.

In furtherance of our plans to consummate a

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

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

(“Two Trees”) discussed below

(collectively, the “Planned Acquisitions”).

Business – Recent Developments – RF Specialties, Inc.

Business – Recent Developments –Two Trees.

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

faced by companies by implementing automated radio frequency technology.

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

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

when compared to traditional technologies.

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

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

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

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

of the Company

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

as a resource exploration

stage company.

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

On November 16,

2005, Western Exploration, Inc.

engaged in a merger with MDwerks Global Holdings, Inc.

and MDwerks Acquisition Corp., a Florida corporation

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

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

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

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

of MDwerks Global Holdings, Inc.

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

On February 12, 2010, MDwerks, Inc.

ceased all operations.

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

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

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

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

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

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

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

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

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

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

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

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

In exchange for the sale of the

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

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

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

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

between the Company and Asia Pacific Partners, Inc.

(“APP”), a Florida corporation.

The Parties acknowledge and agreed

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

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

issued by the Company to Azure Associates, Inc.

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

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

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

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

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

the Company Board;

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

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

from all such positions with the Company.

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

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

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

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

Cohen was the primary shareholder,

and held voting and dispositive control over the Shares.

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

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

The Company had

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

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

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

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

Kerry Cassidy is the majority membership unit

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

held by the Buyer.

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

Prior to the Closing, the Company was a shell

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

There has been no change in the Company’s shell

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

Specialties, Inc.

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

Mort as the sole member of RFS.

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

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

the Company to Mr.

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

Immediately following the

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

shares received by Mr.

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

provided, however,

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

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

the closing of the Exchange.

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

anniversary of the closing of the Exchange.

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

In addition to certain customary closing

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Mort as set forth in the Exchange Agreement;

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

not been satisfied or waived by RFS and Mr.

Mort, which waiver RFS and Mr.

Mort may give or withhold in their sole discretion, by

the Termination Date;

provided, however, that RFS and Mr.

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

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

or (ii) if there

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

forth in the Exchange Agreement;

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

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

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

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

review of RFS is not satisfactory to the Company.

(the “Company,” “MDwerks,” “we,” “us,” or “our”), a Delaware corporation, was focused on effecting a “reverse merger,” capital

exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more unrelated

businesses (a “Business Combination”) that would benefit from the Company’s public reporting status.

2023, the Company completed two acquisitions of business as outlined below.

The Company is a forward-thinking company that is

leading the charge in the world of sustainable technology.

As a leading provider of energy wave technologies, MDwerks is dedicated

to creating innovative solutions that help businesses reduce their energy costs while also increasing speed to market.

Our expertise

in radio wave technologies and microwave technologies has led to multiple breakthroughs with applications both industrial and

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

2 unchanged sentences

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

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

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

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

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

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

the bylaws of the Surviving Corporation.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Surviving Corporation.

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

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

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

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

according to the following schedule:

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

of the effective date of the Merger;

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

the effective date of the Merger;

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

anniversary of the effective date of the Merger.

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

following manner:

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

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

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

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

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

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

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

(1) approval of the Merger Agreement

by the Two Trees stockholders;

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

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

rescinded following the completion thereof.

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

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

Two Trees to its satisfaction in its sole discretion;

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

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

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

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

Ragazzo will agree to indemnify the Company for certain

breaches of the representations and warranties of Two Trees.

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

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

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

conditions of the closing have not been satisfied.

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

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

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

to enjoin or otherwise restrict the consummation of the closing;

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

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

the termination date thereof.

Parties intend, for U.S.

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

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

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

1 to Two Trees Merger Agreement

11 unchanged sentences

the representations and warranties of Two Trees.

and Trademarks

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

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

We consider our relations with our employees to be good.

January 1, 2024, the Company’s Board of Directors adopted a Compensation Recovery Policy (the “Policy”).

The Policy is intended

to further the Company’s pay-for-performance philosophy and to comply with applicable law by providing for the reasonably prompt

recovery of certain incentive-based compensation received by executive officers in the event of an accounting restatement.

is intended to comply with, and will be interpreted in a manner consistent with, Section 10D of the Exchange Act, with Exchange Act Rule

10D-1 and with the Nasdaq listing standards.

to the Policy, if the Company is required to prepare an accounting restatement due to the material noncompliance by the Company with

any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously

issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement

if the error were corrected in the current period or left uncorrected in the current period (an “Accounting Restatement”),

then the Compensation Committee must determine the Excess Compensation (as hereinafter defined), if any, that must be recovered.

Company’s obligation to recover Excess Compensation is not dependent on if or when the restated financial statements are filed.

The Company must recover Excess Compensation reasonably promptly and executive officers are required to repay Excess Compensation to

the Company, subject to the terms of the Policy.

Policy applies to certain incentive-based compensation that is received on or after January 1, 2024 during the three completed fiscal years immediately

preceding the Accounting Restatement determination date, as provided in the Policy (the “Covered Period”) while the Company

has a class of securities listed on a national securities exchange.

The incentive-based compensation is considered “Clawback Eligible

Incentive-Based Compensation” if the incentive-based compensation is received by a person after such person became an executive

officer and the person served as an executive officer at any time during the performance period to which the incentive-based compensation

The “Excess Compensation” that is subject to recovery under the Policy is the amount of Clawback Eligible Incentive-Based

Compensation that exceeds the amount of Clawback Eligible Incentive-Based Compensation that otherwise would have been received had such

Clawback Eligible Incentive-Based Compensation been determined based on the restated amounts (this is referred to in the listing standards

as “erroneously awarded incentive-based compensation”).

of the Business of Two Trees

Two Trees Story

produce a variety of aged alcoholic beverages using an innovative rapid-aging system.

This scalable technology results in all-natural,

high-quality products, efficiently produced, with a reduced environmental impact.

Our products are nearly indistinguishable from those

that are traditionally aged.

in Appalachian Mountain country, we created a proprietary process that mirrors and accelerates the natural aging process that occurs

when alcohol is aged in wooden barrels over time.

The true art of our craft spirits lives within the balance between the grain selection,

local water, and the full-bodied flavors from our toasted wood chip varieties.

Our wood chips are selected to pair with specific grains

and toasted to just the right char, bringing rich flavor profiles to life with a hint of smoke.

Trees has built a portfolio of more than 30 spirit brands that are refined and capable of being produced in a fraction of the time it

takes to produce traditional whiskies using the traditional production process discussed below.

Three of Two Trees portfolio brands received

2022 SIP Awards, with its Two Trees Carolina Peach Whiskey receiving a Platinum Award, Two Trees Sea Salted Caramel Whiskey receiving

a Gold Award and Two Trees Old Fashioned RTD receiving a Gold Award.

Also, two of its portfolio brands received 2022 50 Best Awards with

Two Trees Peanut Butter Whiskey and Two Trees Sea Salted Caramel Whiskey receiving Best Flavored Whiskey awards.

Also, Two Trees received

the Best of Ashville 2023 award for its sustainable matured, award-winning bourbon, whiskey, flavored whiskey and vodka.

full current flavored whisky brand portfolio includes the following:

SALTED CARAMEL – a sweet soft caramel paired with real sea salt and aged in slow toasted Appalachian white oak.

314 - A long toasting of Tennessee white oak brings out a soft caramel flavor with notes of vanilla and spice.

APPLE - Tart flavors of fresh picked green apples and the sweet charred profile of Appalachian white oak blend easily.

APPLE - Vanilla profile of heavy toasted Tennessee white oak adds to the caramel dipped green

SPICE - Aged in charred and toasted Missouri white oak, with the cinnamon spice and the

essence of red hots candy.

CHERRY - Made with sweet corn to balance and compliment the tartness of the Montmorency cherry profile.

PEACH - Made with delicious South Carolina peaches and natural flavors to compliment the sweet charred flavor profile of Appalachian

HONEY - Flavor reminiscent of toasted Appalachian white oak, and the essence of fresh

and the taste of natural honey.

BROWN SUGAR - Flavor reminiscent of charred Appalachian white oak, real brown sugar and natural vanilla flavor.

BUTTER - A taste reminiscent of Appalachian white oak with rich smooth notes of peanut butter.

ready to drink portfolio includes the following:

FASHIONED - Plush, dignified cocktail of muddled sugar, whiskey, bitters and Appalachian Mountain spring water blended with toasted

Missouri and Tennessee white oak is sleek and ready to pour.

- Austere rye whiskey with a rich touch of both sweet and dry vermouths sculpted with toasted Missouri and Tennessee white oak

creates a glossy, mirror like smoothness, made effortlessly.

Tim Smith product portfolio includes the following:

MOONSHINE - The original recipe is distilled from corn, rye, and barley malt.

Clean and natural tasting with a subtle sweetness

and bold defiance.

WOOD-FIRED WHISKEY - This isn’t your ordinary American bourbon-style whiskey its Tim Smith’s century-old moonshine

recipe aged and filtered with toasted oak and maple wood imparting color and revolutionary flavors.

The final process allows the whiskey

to cool in Oak containers and the result is Tim Smith’s revolutionary Climax Whiskey – Made to be in a Class of its Own.

32 - Cinnamon Spice Moonshine using Tim Smith’s original pot-distilled recipe.

Bold, Hot and Smooth.

As a volunteer

fire chief in Climax, VA, Tim created this moonshine as a tribute to firefighters across the country.

SMITH SOUTHERN RESERVE BOURBON - Amber in appearance.

Caramelized sugar and vanilla melt into a soft wheat.

It finishes with

a sweet honey profile.

SMITH SOUTHERN RESERVE RYE - Golden amber in appearance.

Notes of spicy toasted American oak give way to the gentle warm finish

of sweet rye and caramel.

SMITH SOUTHERN RESERVE WHISKEY - Reddish amber in appearance.

Sweet corn and mild rye blend with smoky, caramelized oak.

with earthy, nutty notes.

also produce a wood crafted portfolio American whiskey.

This blend is colored and flavored with Appalachian white oak chips.

out a soft caramel flavor with notes of vanilla and spice.

The charred white oak chips soften this spirit to make it smooth and easy

and Trademarks – Two Trees

primarily through our subsidiaries, hold or have rights to use various service marks, trademarks and trade names we use in the operation

of our businesses that we deem particularly important to each of our products.

As of the date of this report, we had 12 trademarks for

our products and services as follows:

SMITH’S CLIMAX MOONSHINE

portable coolers

distilled spirits

2, 13, 23, 29, 30, 33, 40 and 50:

drinking glasses and drinking flasks

shirts and hats

distilled spirits

SMITH SOUTHERN RESERVE

distilled spirits, whiskey

Alcoholic beverages except beers, not wine based;

Distilled spirits;

distilled spirits;

alcoholic beverages, namely, ready-to-drink cocktails

Alcohol distillery services;

Spirits distillery services;

Whisky distillery services

Two Trees has the followings patents:

System & method for the rapid aging of a distilled ethyl alcohol with rf energy and wood material supporting platform

April 18, 2023

US 11,629,317 B2

January 21, 2034

System & method for the rapid aging of a distilled ethyl alcohol with rf energy and wood material supporting platform

April 30, 2024

US 11,970,678 B2

January 21, 2034

Overview of the Business of RF Specialties

On January 19, 2023, we entered into an Exchange Agreement

(the “Exchange Agreement”) by and between the Company, 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 “Exchange”).

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

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

has addressed the challenges faced by companies by implementing automated radio frequency technology.

RFS has developed a system and method

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

distilled beverages when compared to traditional technologies.

Patent and Trademarks – RF Specialties

RF Specialties holds or has the rights to use patents we use in the operation of our businesses that we deem particularly

important to each of our products.

As of the date of this report, we had the following patents:

Systems, apparatuses, and methods for molecular targeting and separation of feedstock fluids

June 11, 2019

US 10315126 B2

November 22, 2036

of December 31, 2023, the Company had twelve full-time and two part-time employees.

None of our employees are covered by collective bargaining

agreements and we consider our relations with our employees to be good.

believe that hiring a diverse workforce is important to our success.

We intend to continue to evaluate our use of human capital

measures and objectives to ensure we have a stable workforce to run our business effectively and provide a comfortable working environment

for our employees.

success of our business is fundamentally connected to the well-being of our people.

Accordingly, we are committed to the health, safety

and wellness of our employees, and we provide our employees and their families with competitive pay and benefits.

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

What changed 10-K

Item 1. Business