What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2024-06-28 compared with 2023-03-27 · 652 added, 253 removed, 139 unchanged (87% of the section changed)

3 unchanged sentences

for the Years Ended December 31, 2023 and 2022

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.

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.

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

Report of Independent Registered Public Accounting Firm (PCAOB ID 2738 )

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statement of Changes in Stockholders’ Equity (Deficit)

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

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

on the Consolidated Financial Statements

We have audited the accompanying consolidated balance

sheets of MDwerks, Inc.

(the Company) as of December 31, 2023 and 2022, and the related consolidated statements of operations, changes

in stockholders’ equity (deficit), and cash flows for each of the years in the two-year period ended December 31, 2023 and the related

notes (collectively referred to as the “financial statements”).

In our opinion, the consolidated financial statements referred

to above present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results

of its operations and its cash flows for each of the years in the two-year period ended December 31, 2023, 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.

Going Concern

The accompanying consolidated financial statements

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

As discussed in Note 2 to the consolidated financial statements,

the Company suffered a net loss from operations and has an accumulated deficit, which raises substantial doubt about its ability to continue

as a going concern.

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

The consolidated financial statements

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

Basis for Opinion

These consolidated financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated 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 audits to obtain reasonable assurance about whether the consolidated

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.

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

Our audits included performing procedures to assess

the risks of material misstatement of the consolidated 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

consolidated financial statements.

Our audits also included evaluating the accounting principles used and the significant estimates made

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

We believe our audits provide

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.

Critical Audit Matter

The critical audit matter communicated below

is a matter arising from the current period audits of the consolidated 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 consolidated

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 consolidated 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.

Going Concern

Due to the net loss for the year, the Company evaluated

the need for a going concern.

Auditing 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.

As discussed in Note 2, the Company suffered a net

loss from operations and has an accumulated deficit for the year ended December 31, 2023.

To 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

The Woodlands,

June 28, 2024

MDwerks, Inc.

Balance Sheets

December 31, 2023

December 31, 2022

Current Assets

Note receivable

Accounts receivable, net

Prepaid expenses

Total Current Assets

Fixed assets, net of accumulated depreciation of $ 10,787 and $ 0 , respectively

Intangible assets, net of accumulated amortization of $ 4,339

and $ 0 , respectively

Right-of-use asset

Liabilities and Stockholders’ Equity (Deficit)

Current Liabilities

Accounts payable and accrued liabilities

Accounts payable and accrued expenses

Advances payable

Convertible notes payable

Notes payable

Deferred revenue

Right-of-use liability, current portion

Total Current Liabilities

Notes payable, net of current portion

Right-of use liability, net of current portion

Total Liabilities

STOCKHOLDERS’ DEFICIT

Stockholders’ Equity (Deficit)

Preferred stock, par value $ 0.001 ;

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

10,000,000 shares authorized, of which 8,957,500 were issued and outstanding

Common stock, par value $ 0.001 ;

300,000,000 shares authorized, of which 198,724,868

and 122,260,208 shares were issued and outstanding

at December 31, 2023 and 2022, respectively

Additional paid in capital

Accumulated deficit

TOTAL STOCKHOLDERS’ DEFICIT

Total Stockholders’ Equity (Deficit)

Total Liabilities and Stockholders’ Equity (Deficit)

accompanying notes are an integral part of these financial statements.

of Operations

For the Year Ended

December 31, 2022

For the Year Ended

December 31, 2021

accompanying notes are an integral part of these consolidated financial statements.

MDwerks, Inc.

Statements of Operations

For the Years Ended

Cost of revenues

Operating expenses:

General and administrative expenses

Selling, general and administrative expenses

Salaries and wages

Depreciation expense

Total operating expenses

Other Income/Expenses

Interest Expense

Gain on Forgiveness of Debt

Total Other Income

Net (loss) income

Operating loss

Other income (expense):

Gain on sale of assets

Interest expense, net

Total other income (expense)

$ ( 291,672 )

Net (loss) income per share

Weighted average number of shares outstanding

accompanying notes are an integral part of the financial statements.

of Changes in Stockholders’ Equity (Deficit)

$ ( 153,713 )

Net loss per common share – basic

Net loss per common share – diluted

Weighted average common shares outstanding

accompanying notes are an integral part of these consolidated financial statements.

MDwerks, Inc.

Statement of Changes in Stockholders’ Equity (Deficit)

Preferred Stock

Total Shareholder’s

Balance, January 1, 2021

Balance December 31, 2021

$ ( 294,003 )

$ ( 230,798 )

Imputed Interest

Net (loss) Income

Conversion of preferred stock-related party

( 1,042,500 )

Contributed capital

Forgiveness of debt-related party

Balance December 31, 2022

1 unchanged sentence

$ ( 114,967 )

Preferred Stock

Total Shareholder’s

Balance, January 1, 2022

Balance December 31, 2022

$ ( 447,716 )

$ ( 114,967 )

Net income (loss)

Conversion of preferred stock-related party

$ ( 447,716 )

Forgiveness of debt-related party

$ ( 114,967 )

Common Shares sold for cash

Common Shares issued for acquisitions

Imputed interest

Balance December 31, 2023

1 unchanged sentence

$ ( 739,388 )

accompanying notes are an integral part of these financial statements.

of Cash Flows

accompanying notes are an integral part of these consolidated financial statements.

MDwerks, Inc.

Statements of Cash Flows

December 31, 2023

December 31, 2022

December 31, 2023

December 31, 2022

CASH FLOWS FROM OPERATING ACTIVITIES

Net income (loss)

$ ( 291,672 )

$ ( 153,713 )

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

Depreciation and amortization

Gain on sale of assets

Imputed interest

Allowance for credit losses

Interest income

Changes in operating assets and liabilities:

Accounts receivable

Prepaid expense

Right-of-use asset

Accounts payable

Deferred revenue

Right-of-use liability

NET CASH USED IN OPERATING ACTIVITIES

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of intangible assets

Proceeds from sale of property and equipment

Net assets acquired from acquisitions

Purchase of property and equipment

NET CASH PROVIDED BY INVESTING ACTIVITIES

CASH FLOWS FROM FINANCING ACTIVITIES

Advances Payable

Proceeds from advances payable

Contributed capital

Repayment of advances payable

Proceeds from subscription agreements

NET CASH PROVIDED BY FINANCING ACTIVITIES

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

CASH AND CASH EQUIVALENTS:

Beginning of period

End of period

Supplemental disclosure of cash flow information:

Cash paid for income taxes

NET CHANGE IN CASH

CASH - BEGINNING OF YEAR

CASH - END OF PERIOD

Supplemental disclosures of cash flow information:

Cash paid for interest

Cash paid for taxes

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

Forgiveness of debt as capital contribution

Note receivable issued for asset sale

Common stock issued for acquisitions

Conversion of preferred stock

accompanying notes are an integral part of these consolidated financial statements.

MDwerks, Inc.

to Consolidated Financial Statements

the Years Ended December 31, 2023 and 2022

1 - ORGANIZATION AND DESCRIPTION OF THE BUSINESS

(the “Company”), a Delaware corporation, is focused on effecting a “reverse merger,” capital exchange, asset

(the “Company”), 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 (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.

February 13, 2023, the Company 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”).

Trees produces 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.

Two Trees 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.

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”).

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

The Merger closed on December 8, 2023.

Specialties, LLC (“RFS”) is an innovative company pushing the boundaries of sustainable Radio Frequency applications.

over 12 years RF Specialties has addressed companies’ most pressing challenges by implementing automated Radio Frequency Technology

in a sustainable way reducing energy costs and increasing speed to market when compared to traditional methods.

By bringing Radio Frequency

applications to market RFS has successfully elevated a wide range of industries including structural engineering, food & beverage,

and manufacturing.

As discussed below, on January 25, 2023, the “Company entered into an Exchange Agreement (the “Exchange

Agreement”), dated as of January 19, 2023, by and between the Company, RFS and Keith A.

Mort as the sole member of RFS (the “Member”).

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”).

Whereby, immediately following the closing of the Exchange, RFS became

a wholly owned subsidiary of the Company.

The Exchange closed on December 27, 2023.

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, 2022 and December 31, 2021.

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”).

accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Two Trees Beverage

Company, Prost Beverage Co, Radio Aged Beer LLC, RF Kettle Company LLC, Two Trees, Drilling, RAS LLC, (collectively referred to as “Two

Trees”) and RF Specialties, LLC.

All intercompany accounts, transactions and balances have been eliminated in consolidation.

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 $ 115,111 cash equivalents at December 31, 2023 and $ 23,715 cash at December 31, 2022.

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

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

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

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

17 unchanged sentences

securities outstanding.

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

management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent

assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting

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

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:

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

to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and

liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period.

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

Expenses and Other Assets - Prepaid expenses primarily consist of prepaid purchases, insurance, income tax refund receivable, and

various other expenses.

These amounts are recognized as an expense in the period the related service or benefit is received.

Receivable and the Allowances for Credit losses - Accounts receivable are recorded in the period when the right to

receive payment or other consideration becomes unconditional.

Accounts receivable are recorded at the invoiced amount and do not

earn interest.

The Company maintains an allowance for credit losses based upon the best estimate of probable credit losses in

existing accounts receivable.

The Company determines the allowance based upon individual accounts when information indicates the

customers may have an inability to meet their financial obligations, as well as historical collection and write-off experience.

Company had an accounts receivable balance of $ 106,734

net of $ 54,967

allowance for doubtful accounts as of December 31, 2023.

The Company had bad debt expense of $ 20,420 and $ 0 as of December 31, 2023

and 2022, respectively.

The company had an accounts receivable balance of $ 0

as of December 31, 2022.

As of and for the year ended December 31, 2023, the Company had three customers that accounted

for 25 %, 17 %,

of total accounts receivable.

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.

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.

21 unchanged sentences

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

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.

Recognition - Net sales from Two Trees include liquor and related products, less excise taxes and customer programs and

Sales from RF Specialties, LLC will include product and services related to sustainable Radio Frequency applications to a

wide range of industries including structural engineering, food & beverage, and manufacturing.

The Company recognizes revenue by

applying the following steps in accordance with Accounting Standards Codification (“ASC”) Topic 606 – Revenue from

Contracts with Customers:

(1) identify the contract with a customer;

(2) identify the performance obligations in the contract;

(3) determine

the transaction price;

(4) allocate the transaction price to each performance obligation in the contract;

and (5) recognize revenue when

each performance obligation is satisfied.

Company recognizes sales when merchandise is shipped from a warehouse directly to wholesale customers (except in the case of a consignment

For consignment sales, which include sales to the Oregon Liquor Control Commission, the Company recognizes sales upon the consignee’s

shipment to the customer.

Postage and handling charges billed to customers are also recognized as sales upon shipment of the related

Shipping terms are generally FOB shipping point, and title passes to the customer at the time and place of shipment or purchase

by customers at a retail location.

For consignment sales, title passes to the consignee concurrent with the consignee’s shipment

to the customer.

The customer has no cancellation privileges after shipment or upon purchase at retail locations, other than customary

rights of return.

For service revenue within the Company’s radio frequency applications, the Company recognizes revenue as the

services are provided to the customer.

The Company’s contracts typically have a single performance obligation, and do not contain

a significant financing component.

Company recognizes deferred revenue for performance obligations not yet satisfied, primarily related to liquor sales not yet shipped.

As of December 31, 2024, the Company had $ 52,779 in unsatisfied performance obligations that it expects to satisfy over the next 12 months.

the year ended December 31, 2023, the Company’s revenue consisted solely of liquor sales.

For the year ended December 31, 2023, the Company

had one customer who accounted for 26 % of total revenue.

- Inventories primarily consist of bulk and bottled liquor and raw materials and are stated at the lower of cost or market.

is determined using an average costing methodology, which approximates cost under the first-in, first-out (“FIFO”) method.

A portion of the Company’s finished goods inventory is held in warehouses located in several states that maintain control over

the alcohol beverage distribution process until it is sold into the retail distribution channel within those states.

The Company regularly

monitors inventory quantities on hand and records write-downs for excess and obsolete inventories based primarily on the Company’s

estimated forecast of product demand and production requirements.

Such write-downs establish a new cost basis of accounting for the related

Assets - Intangible assets, consisting of trade names, developed technology, and customer relationships, are accounted for in accordance

with ASC 350 Intangibles - Goodwill and Other.

Intangible assets that have finite lives are amortized using the straight-line method

over their estimated useful lives of three to fifteen years.

- Goodwill represents the excess of acquisition cost over the fair value of the net tangible and intangible assets acquired.

is not amortized and is subject to annual impairment testing on or between annual tests if an event or change in circumstance occurs

that would more likely than not reduce the fair value of a reporting unit below its carrying value.

In testing for goodwill impairment,

the Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances lead to

a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount.

If, after assessing

the totality of events and circumstances, the Company concludes that it is not more likely than not that the fair value of a reporting

unit is less than its carrying amount, it can conclude the assessment.

If the Company concludes otherwise, the Company is required to

perform a quantitative analysis to determine the amount of impairment.

A quantitative analysis is performed at the reporting unit level

by comparing the estimated fair value of a reporting unit with its respective carrying value to determine the amount of impairment, if

The Company has determined that it has one reporting unit.

During the years ended December 31, 2023, and 2022, no impairment expense

was recognized.

of Long-Lived Assets - Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the

carrying amount of an asset may not be recoverable.

Recoverability of assets to be held and used is measured by a comparison of the carrying

amount of an asset to future net cash flows expected to be generated by the asset.

If such assets are considered to be impaired, the

impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair market value of the

During the years ended December 31, 2023, and 2022, no impairment expense was recognized.

- Management determines if an arrangement is a lease at the inception of the agreement.

Operating leases are included in operating

lease right-of-use (ROU) assets and operating lease liability on the accompanying consolidated balance sheet.

The Company’s lease

agreements do not contain any material residual value guarantees or material restrictive covenants.

assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s

obligation to make lease payments arising from the lease.

The operating lease ROU assets and liabilities are recognized at the lease

commencement date based on the present value of lease payments over the lease term.

The Company uses the rate implicit in the lease agreement,

when available, or a discount rate based on the information available at the commencement date in determining the present value of lease

Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise

and Equipment - Property and equipment are recorded at cost.

Depreciation of property and equipment is calculated on a straight-line

basis over the estimated useful lives of the assets.

Furniture and fixture assets are depreciated over seven years, vehicles are depreciated

over five years, and computer and equipment are depreciated over three years.

Expenditures for renewals and betterments that extend the

useful lives of or improve existing property or equipment are capitalized.

Expenditures for maintenance and repairs are expensed as incurred.

Depreciation is recorded using the straight-line method over the estimated useful lives of the assets as follows:

OF PROPERTY AND EQUIPMENT

Machinery and equipment

Furniture & Fixtures

improvements are depreciated over the shorter period of their estimated useful life or term of the lease.

and Development Expenses - The Company records research and development expenses in the period in which they are incurred as a component

of product development expenses.

Compensation - The Company measures stock-based compensation at the estimated fair value on the grant date and recognizes the amortization

of stock-based compensation expense on a straight-line basis over the requisite service period, or when it is probable criteria will

be achieved for performance-based awards.

Fair value is determined based on assumptions related to the fair value of the Company common

stock, stock volatility and risk-free rate of return.

The Company has elected to recognize forfeitures when realized.

Taxes - The Company is responsible for compliance with the Alcohol and Tobacco Tax and Trade Bureau (“TTB”) regulations,

which includes making timely and accurate excise tax payments.

The Company is subject to periodic compliance audits by the TTB.

states also impose excise taxes on alcoholic beverages in varying amounts.

The Company calculates its excise tax expense based upon units

produced and on its understanding of the applicable excise tax laws.

Excise taxes totaled $ 595 and $ 143 for the years ended December

31, 2023, and 2022, respectively.

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.

3 - INVENTORY

primarily consist of bulk and bottled liquor and raw materials and are stated at the lower of cost or market.

Cost is determined using

an average costing methodology, which approximates cost under the first-in, first-out (“FIFO”) method.

A portion of the Company’s

finished goods inventory is held in warehouses located in several states that maintain control over the alcohol beverage distribution

process until it is sold in to the retail distribution channel within those states.

The Company regularly monitors inventory quantities

on hand and records write-downs for excess and obsolete inventories based primarily on the Company’s estimated forecast of product

demand and production requirements.

Such write-downs establish a new cost basis of accounting for the related inventory.

consisted of the following as of December 31:

Raw materials and packaging

Finished goods

Total inventories

4 – FIXED ASSETS, NET

assets, net consisted of the following as of December 31:

OF FIXED ASSETS, NET

Machinery and equipment

Furniture and office equipment

Total Property and equipment

Less accumulated depreciation

Total property and equipment, net

August 25, 2023, the Company entered an asset purchase agreement with an unrelated company, Dream Workz Automotive LLC, a Colorado limited

liability company (“Dream Workz”).

Pursuant to this agreement, the Company sold certain tangible manufacturing assets of

ours to Dream Workz for a purchase price of $ 195,000

(the “Purchase Price”).

Price was paid in a combination of cash in the amount of $ 100,000

and a promissory note in the amount of $ 95,000

(the “Note”).

The Note is unsecured

and bears interest at the rate of 8 %

per annum commencing as of August 25, 2023.

The Note matures on August

expense totaled $ 10,787 and $ 0 for the years ended December 31, 2023, and 2022, respectively.

5 – I NTANGIBLE ASSETS, NET

assets, net consisted of the following as of December 31:

OF INTANGIBLE ASSETS, LESS ACCUMULATED AMORTIZATION

Trade names and license, 10 year estimated useful life

Developed technology, 15 year estimated useful life

Customer relationships, 10 year estimated useful life

Total intangible assets

Less accumulated amortization

Total intangible assets, net

amortization expense for the years ended December 31, 2023 and 2022 was $ 4,339

respectively.

The Company expects to recognize amortization expense of $ 56,432

annually in each of the next five

6 – NOTE RECEIVABLE

the year ended December 31, 2023, the Company sold certain fixed assets for $ 195,000 .

At the time of the sale $ 100,000 cash

proceeds were received and the Company received a note receivable for $ 95,000 .

net book value of the asset at the time of sale was $ 26,145 .

A gain of $ 168,855 was

recorded in the year ended December 31, 2023, for the sale of equipment.

The note is payable

in full at maturity on August 25,

accrues interest at the rate of 8 %

The note receivable balance as of December 31, 2023, was $ 97,533

including interest of $ 2,533 .

7 - ACQUISITIONS

Company completed the Merger on the Merger Closing Date pursuant to the Merger Agreement.

Pursuant to the terms of the Merger Agreement,

on the Merger Closing Date of the Merger, the Company issued 60,000,000 shares of its common stock, $ 0.001 par value per share, (the

“Company Common Stock”) which was apportioned among the Two Trees stockholders, pro rata, based on the number of shares of

Two Trees common stock, par value $ 0.0001 per share (the “Two Trees Common Stock”) held by each of the Two Trees stockholders

as of the closing of the Merger (the “Merger Consideration”).

Upon completion of the Merger, all 12,045,277 shares of

Two Trees common stock were cancelled in exchange for the right of the Two Trees stockholders to receive the Merger Consideration.

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

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

surviving corporation.

Purchase Price Allocation

purchase price for Two Trees has been allocated to the assets acquired and liabilities assumed for purposes of this pro forma

financial information based on their estimated relative fair values.

merger with Two Trees is being accounted for as a business combination under Financial Accounting Standards Board Accounting Standards

Codification (ASC) 805.

The following information summarizes the purchase consideration and allocation of the

fair values assigned to the assets at the purchase date:

THE PURCHASE CONSIDERATION AND ALLOCATION OF THE FAIR VALUES

60,000,000 common share @ $ 0.011 per share

Total purchase consideration

Purchase Price Allocation

Accounts receivable

Prepaid expenses

Fixtures and equipment

Right of use asset

Developed technologies

Customer relationships

Accounts payable

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

Accrued expenses

Deferred revenue

Right of use liability

Notes payable

fair value of the common stock issued for the Merger was based on the closing price of the Company’s common stock on the closing

date of December 8, 2023.

Company’s consolidated statement of operations includes revenue of $ 104,066 and net income of $ 12,620 related to the Two Trees business

since the transaction closed on December 8, 2023.

December 27, 2023, the Company completed the acquisition of RFS and the Exchange and issued to Mr.

Mort 7,500,000 shares of the Company’s

common stock, $ 0.001 par value per share (the “Common Stock”).

Immediately following the completion of the Exchange, RFS

became a wholly owned subsidiary of the Company

Purchase Price Allocation

following table presents the estimated allocation of the purchase price of the assets acquired and liabilities assumed for the acquisition

by the Company of RFS via the exchange:

SUMMARIZES THE PURCHASE CONSIDERATION AND ALLOCATION OF THE

Purchase Price:

7,500,000 common share @ $ 0.03 per share based on closing price of the Company’s common stock at December 27, 2023

Total purchase consideration

Purchase Price Allocation

Accounts receivable

Fixtures and equipment

Right of use assets

Developed technologies

Accounts payable

Accrued expenses

Notes payable – current

Right of use liability - current

Right of use liability – net of current

Long term loans payable

fair value of the common stock issued for the Merger was based on the closing price of the Company’s common stock on the closing

date of December 27, 2023.

Company’s consolidated statement of operations includes revenue of $ 0 and net loss of $ 8,112 related to RFS since the transaction

closed on December 27, 2023.

Pro Forma Financial Information

following table sets forth the pro-forma consolidated results of operations for the years ended December 31, 2023 and 2022 as if the

Exchange agreement with RF Specialties and the Merger agreement with Two Trees occurred on January 1, 2022.

The pro forma

results of operations are presented for informational purposes only and are not indicative of the results of operations that would have

been achieved if the acquisitions had taken place on the dates noted above, or of results that may occur in the future.

OF UNAUDITED PROFORMA FINANCIAL INFORMATION

Year ended December 31,

Operating loss

( 1,253,970 )

( 2,440,691 )

( 1,093,089 )

( 2,447,140 )

Net loss per common share

Weighted Average common shares outstanding

purchase agreements

to its acquisition by the Company on December 27, 2023, RFS entered into two asset purchase agreements to acquire certain tools and

The Company received assets under one agreement in December 2023, totaling $ 97,363 .

The assets are included in property and equipment on the Company’s consolidated balance sheet.

The Company assumed the

liability of $ 88,674

as part of the Exchange agreement with RF Specialties.

The agreement requires monthly payments through October 2026.

As of December 31, 2023, the Company owed $ 88,674 .

Company did not receive the assets under the second purchase agreement until 2024, and as such did not recognize any asset or

liability until it took control of the assets in January 2024.

The Company agreed to pay a total of $ 441,891

on a monthly basis through March 2030.

8 - ADVANCES PAYABLE

2 unchanged sentences

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 amount was forgiven during

the year ended December 31, 2022, along with the outstanding note payable of $ 210,000 .

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.

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 year ended December 31, 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.

During the year ended December 31, 2023, the Company repaid $ 104,204 in cash of the advances.

The balance as of December

31, 2023 and 2022 is $ 0 and $ 104,204 , respectively.

9 - 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.

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”),

4 unchanged sentences

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.

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 has the following outstanding notes payable:

SCHEDULE OF NOTES PAYABLE

Balance as of

December 31, 2023

Asset purchase agreement note

December 1, 2023

Termination Agreement

December 31, 2021

Loan Payable - Mercedes

September 19, 2022

Loan Payable - Dodge

June 18, 2022

following is a summary of the future minimum payments of loans payable:

OF LOANS PAYABLE FUTURE MINIMUM PAYMENTS

2027 and Thereafter

Total loans payable

the year ended December 31, 2020, the Company entered into a termination agreement and agreed to pay the sum of $ 50,000 , pursuant to

the agreement.

During the year ended December 31, 2021, the Company issued a promissory note payable in the amount of $ 31,584 at the

rate of 0.13 % per annum, with a maturity date on or before January 1, 2025 , for settlement of the $ 50,000 agreed upon in the termination

The balance as of December 31, 2023, and December 31, 2022, is $ 21,584 and $ 31,584 , respectively.

During the year ended December

31, 2023, the Company made a payment of $ 10,000 .

Interest expense of $ 10,461 and $ 0 was recorded in

the years ended December 31, 2023, and 2022, respectively, of which $ 5,507 was imputed interest on the termination agreement.

interest as of December 31, 2023, and December 31, 2022, was zero .

10 - CAPITAL STOCK

3 unchanged sentences

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

4 unchanged sentences

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

At December 31, 2023 and 2022, there were 8,957,500 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.

December 31, 2023 and 2022, there were 198,724,868 and 122,260,208 shares issued and outstanding, respectively.

the year ended December 31, 2023, the Company issued a total of 8,964,660

shares of common stock to accredited investors for total cash proceeds of $ 676,349 .

A total of 53,336 shares of common stock were not issued as of the date of this report.

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.

December 2022 Tradition Reserve 1 LLC contributed $ 30,100 as contributed capital to MDwerks Inc.

These funds represent the holdback amount

of the purchase price between Tradition Reserve 1 LLC and Ronin Equity Partners Inc.

the year ended December 31, 2023, the Company issued a total of 67,500,000 shares of common stock, with a fair value of $ 885,000 , for

the acquisitions of Two Trees and RF Specialties, LLC.

11 - CONTINGENCIES

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

14 unchanged sentences

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

December 2022 Tradition Reserve 1 LLC contributed $ 30,100 as contributed capital to MDwerks Inc.

These funds represent the holdback amount

of the purchase price between Tradition Reserve 1 LLC and Ronin Equity Partners Inc.

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.

Company maintains an operating lease for its office space and operating facility.

lease has a remaining term of 80 months.

The Company determines if an arrangement is a lease at inception.

As the rate implicit in

each lease is not readily determinable, the Company uses its incremental borrowing rate based on information available at

commencement to determine the present value of the lease payments.

The Company used a weighted average incremental borrowing rate of

8.4% Right-of-use assets and lease liabilities are recognized at commencement date based on the present value of lease payments over

the lease term.

Leases with an initial term of 12 months or less (“short-term leases”) are not recorded on the balance

sheet and are recognized on a straight-line basis over the lease term .

As of December 31, 2023, the amount of right-of-use

assets and lease liabilities were $ 1,105,152

and $ 1,162,090 ,

respectively.

As of December 31, 2022, the amount of right-of-use assets and lease liabilities were $ 0 .

Aggregate lease expense for the years ended December 31, 2023, and 2022 was $ 5,546

respectively.

following table provides the maturities of lease liabilities at December 31, 2023:

OF MATURITIES LEASE LIABILITIES

Operating Lease

Total lease payments

imputed interest

Present value of lease liability

14 – INCOME TAXES

the period from inception through December 31, 2023, the Company incurred a net operating loss and, accordingly, no provision for income

taxes has been recorded.

In addition, no benefit for income taxes has been recorded due to the uncertainty of the realization of any

At December 31, 2023, and 2022, the Company had approximately $ 739,388 and $ 447,716 of federal net operating losses.

the Tax Cuts and Jobs Act of 2017, the net operating loss carry forwards can be carried forward indefinitely, however the deductions

are limited to 80 % of taxable income.

effective income tax rate for the years ended December 31, 2023 and 2022 consisted of the following:

OF EFFECTIVE INCOME TAX RATE

Federal statutory income tax rate

Change in valuation allowance

Net effective income tax rate

components of the Company’s deferred tax asset are as follows:

OF DEFERRED TAX ASSET

Deferred tax assets:

Net deferred tax assets before valuation allowance

Valuation allowance

Net deferred tax assets

on the available objective evidence, including the Company’s history of its loss, management believes it is more likely than not

that the net deferred tax assets will not be fully realizable.

Accordingly, the Company provided for a full valuation allowance against

its net deferred tax assets at December 31, 2023 and 2022, respectively.

accordance with FASB ASC 740, the Company has evaluated its tax positions and determined there are no uncertain tax positions.

15 - 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.

February 5, 2024, the Company issued a press release announcing that the Company’s wholly owned subsidiary, Two Trees

Beverages, has entered a new, fifteen (15) year license agreement Shine Time, LLC, product licensing territories for Tim Smith

Spirits ® expanding its territories beyond the United States to include all members of the European Union, the United

Kingdom, Norway, Switzerland, Iceland, Serbia, Turkey and Ukraine.

The Company will pay a royalty of 9 % on branded products

covered by the license agreement, or 4.5 % of any sublicensed revenue under the agreement.

The Company paid $ 79,688 , owes an

additional $ 112,500 under the license agreement that was due by April 1, 2024 but has not yet been paid and will issue 300,000

shares of common stock.

Subsequent to December 31, 2023, the Company issued

2,600,000 shares of common stock and received cash proceeds of $ 390,000 .

On April 22, 2024, the Company entered into a broker

agreement with a third party.

Under the agreement, the Company will pay a monthly fee of $ 1,500 , and a commission of 12 % of any revenue

from customers introduced by the broker, less any promotional expenses incurred by the Company.

The agreement is cancellable by either

party with 60 days notice, and in the event of termination, the commissions shall continue for a period of one year from the termination

On January 1, 2024, the Company entered into a short-term loan agreement with an existing shareholder for $ 25,000

in cash proceeds.

The loan included interest of 10 % and was repaid in full in March 2024.

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

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