What changed in this filing

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Item 9A. Controls and Procedures

2024-06-28 compared with 2023-03-27 · 153 added, 120 removed, 269 unchanged (50% of the section changed)

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

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

reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported, within the time

period specified in the SEC’s rules and forms.

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

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

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

designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management including our principal executive officer and principal financial officer as appropriate,

to allow timely decisions regarding required disclosure.

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

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

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

out an evaluation, as of December 31, 2023, of the effectiveness of the design and operation of our company’s disclosure controls and procedures.

This evaluation

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financial officer concluded that as of December 31, 2023 our disclosure controls and procedures were not effective due to the existence

of material weaknesses in our internal controls over financial reporting.

of material weaknesses in our internal control over financial reporting due to inadequate segregation of duties within account processes due to limited personnel and insufficient written

policies and procedures for accounting, IT and financial reporting and record keeping.

Annual Report on Internal Control Over Financial Reporting

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

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

standards of the Public Company Accounting Oversight Board were:

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

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

required internal controls and procedures;

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

the standards of the Public Company Accounting Oversight Board were:

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

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

monitoring of required internal controls and procedures;

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

(3) insufficient

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

SEC disclosure requirements;

(3) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and

application of US GAAP and SEC disclosure requirements;

(4) lack of formalized policy and procedures around related party

transactions;

and (5) ineffective controls over period end financial disclosure and reporting processes.

The aforementioned

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

the matters to our management.

The aforementioned material

weaknesses were identified in connection with the audit of our financial statements as of December 31, 2023 and communicated the

matters to our management.

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

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

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

and procedures.

Company’s management concluded that in light of the errors mentioned above, a material weakness existed in the Company’s

internal control over financial reporting as of December 31, 2023, and the Company’s disclosure controls and procedures were not

effective as of December 31, 2023.

are committed to improving our financial organization.

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

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

firm pursuant to SEC rules that permit the Company to provide only management’s

report in this annual report.

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OTHER INFORMATION

or Termination of Trading Arrangements by Directors or Officers

the Company’s quarterly period ended December 31, 2023, no director or officer (as defined in Exchange Act Rule 16a-1(f)) of the

Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” as

defined in Regulation S-K Item 408.

or Termination of Insider Trading Arrangements and Policies

June 6 , 2024 the Board of Directors adopted a Policy on Insider Trading.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

executive officers and director are as follows:

we have one executive officer, Steven C.

Laker and three directors.

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

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July 21, 2022

Operating Officer and Director

July 21, 2022

Executive Chairman of the Board of Directors

Appointed December 8, 2023

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

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Laker received a Bachelor of Arts from SUNY Empire State College.

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

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

Nordlicht served as the General

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

Nordlicht received a Bachelor

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

Cassidy was appointed as a Director of the Company on December 8, 2023 following its acquisition of Two Trees.

Cassidy is the

founder and Managing Partner of Preposterous Holdings, a family run private equity business with offices in Asheville, North Carolina

which he established in 2013.

Cassidy has worked as a private equity investor and advisor for over 25 years with dozens of companies

across several industries, with extensive experience in the tobacco, technology, hospitality, consumer packaged goods, and healthcare

Since May 2021, he has served as Chairman of the Board of Two Trees.

Beginning in 2016 he was an early investor in, and helped

guide, GoFire, Inc.

as a board member and consultant until the sale of its certain vaporizer and inhalation-related intellectual property

assets to Kaival Brands Innovations Group, Inc.

KAVL) in May 2023.

From 2000 to 2007, Mr.

Cassidy was a partner in The StrataGroup,

a wealth management advisory group at Smith Barney.

From 1983 to 1993, he worked in various roles in the government relations department

and as Director of Corporate Services at UST Inc., a tobacco business holding company.

Kratovil was appointed to the Board of Directors on December 8, 2023.

Since April 2009 he has been a corporate

crisis management consultant for companies engaged in sales of tobacco, nicotine products, and vapor devices.

Kratovil retired

as a Senior Vice President from UST Inc (sold to Altria in 2008) where he had been employed since 1985.

UST Inc produced and marketed

smokeless tobacco products and wine, sparkling wine, and cigars under brand names such as Chateau Ste.

Michelle, Columbia Crest , Don

Tomas Cigars.

Kratovil previously was the Director of Government Relations for American Can Company, served for three years as Chairman

of the Connecticut Gaming Policy Board, spent seven years on the Board of the Congressional Sportsmen’s Foundation and received

a Bachelor of Arts with a major in Political Science from Southampton College of Long Island University.

Relationships

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

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

minor offenses);

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

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

two years prior to that time;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

members or persons associated with a member.

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

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

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

to that time;

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

or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any

type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated

with persons engaged in any such activity;

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

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

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

reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation

of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance

companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty

or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire

fraud or fraud in connection with any business entity;

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

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

Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated

with a member.

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

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

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

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

December 31, 2022, and

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

executive officer at December 31, 2022.

our principal executive officer or other individual acting in a similar capacity during the fiscal year ended December 31, 2023,

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

at December 31, 2023, and

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

an executive officer at December 31, 2023.

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

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All Other Compensation

Present, Chief Executive Officer Chief Financial Officer,

Michael Gelmon, Former Chief Executive Officer (1)

Michael Nordlicht

Chief Operating Officer

on July 21, 2022.

Chief Executive Officer and Chief Financial Officer

Equity Awards at Fiscal Year End

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

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

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

The Company has no plans to adopt such a plan, but may choose to do so in

If such a plan is adopted, this may be administered by the board or a committee appointed by the board.

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

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Non-Qualified

Michael Gelmon (1)

as a director on July 21, 2022.

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

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Generally, a person is considered to beneficially own securities:

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

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

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

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

of computing the percentage ownership of any other person.

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

an admission of beneficial ownership.

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

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

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

directors and executive officers, as a group:

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

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

Series A Preferred Stock

Name, Position and Address of Beneficial Owner

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

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

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

such person or persons has the right to acquire within 60 days of December 31, 2023 are deemed to be outstanding but are not deemed

to be outstanding for the purpose of computing the percentage ownership of any other person.

The inclusion herein of any shares

listed as beneficially owned does not constitute an admission of beneficial ownership.

The following table sets forth information

regarding the number of shares of Common Stock and Series A Preferred Stock beneficially owned as of the date of this Annual Report,

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

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

December 31, 2023 we had 198,724,868 shares of common stock issued and outstanding and 8,957,500 shares of Series A

Preferred Stock issued and outstanding.

A Preferred Stock

Position and Address of Beneficial Owner

Beneficially Owned

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of Series A Preferred Shares (1)(2)

of Capital Stock Owned (2)

% of Total Capital Stock

of Voting Capital Stock

Directors and Executive Officers

Michael Nordlicht (4)

All directors and officers as a group (2 persons)

Five Percent Shareholders:

Tradition Reserve Trust 1 LLC.

and Executive Officers

All directors

and officers as a group (3 persons)

Percent Shareholders:

Reserve Trust 1 LLC (3)

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

capital stock outstanding on March 23, 2023.

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

capital stock outstanding on December 31, 2023, there were 198,724,868 shares of our common stock outstanding

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

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

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

60 days of March 23, 2023.

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

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

within 60 days of December 31, 2023.

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

this calculation.

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

Unless we have indicated otherwise,

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

have indicated otherwise, each person named in the table has sole voting power and sole investment power for the shares listed

opposite such person’s name.

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

Laker is Chief Executive Officer and Director of the Company.

Nordlicht is Chief Operating Officer and Director of the Company.

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

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

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

Compensation” above, the following is a description of each transaction since January 1, 2022 and each currently proposed

transaction in which:

have been or will be a participant;

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party transaction.

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

as contributed capital.

These funds represent the holdback

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

and were used to open a new bank account.

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

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

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

firm for the fiscal year ended December 31, 2021.

public accounting firm for the fiscal years ended December 31, 2023 and 2022.

Audit-Related Fees

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of the above services and fees paid during 2023 and 2022 were pre-approved by our Board.

EXHIBIT AND FINANCIAL STATEMENT SCHEDULES

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

FORM 10-K SUMMARY

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

on its behalf by the undersigned, thereunto duly authorized.

March 27, 2023

Executive Officer

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

registrant and in the capacities and on the dates indicated.

Executive Officer, Chief Financial Officer and Director

Executive Officer and Principal Financial Officer)

Michael Nordlicht

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

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

and Two Trees Beverage Co.

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

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

Amendment No.

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and Two Trees Beverage Co.

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

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

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

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

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

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

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

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

Description of securities.*

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

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

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

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

Insider trading policy of the registrant.*

Certification

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

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

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

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

Certification

of Principal Executive Officer and Principal Accounting Officer under Section 1350 as Adopted pursuant Section 906 of the

Sarbanes-Oxley Act of 2002 **

Certification

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

XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within

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Page Interactive Data File (embedded within the Inline XBRL document)

Included in Exhibit 31.1

Included in Exhibit 32.1

Filed herewith.

Furnished herewith.

FORM 10-K SUMMARY

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

on its behalf by the undersigned, thereunto duly authorized.

MDwerks, Inc.

June 28, 2024

Chief Executive Officer

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

registrant and in the capacities and on the dates indicated.

Executive Officer, Chief Financial Officer and Director (principal executive officer and principal financial officer)

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

What changed 10-K

Item 9A. Controls and Procedures