MDWerks, Inc. 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE EXCHANGE ACT OF 1934 For the transition period from __________ to __________ MDwerks, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 000-56299 Delaware 33-1095411 (State or other jurisdiction or incorporation or organization) (I.R.S. Employer Identification No.) 411 Walnut Street , Suite 20125 Green Cove , FL 32043 (Address of Principal Executive Offices) (Zip Code) (252) 501-0019 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered N/A N/A N/A Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ As of November 11, 2024, the Company has 203,744,872 shares of common stock issued and outstanding. Table of Contents PART I—FINANCIAL INFORMATION Item 1. Financial Statements Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 4 Item 3. Quantitative and Qualitative Disclosures About Market Risk 7 Item 4. Controls and Procedures 7 PART II—OTHER INFORMATION 8 Item 1. Legal Proceedings 8 Item 1A. Risk Factors 8 Item 2. Unregistered Sales of Securities and Use of Proceeds 8 Item 3. Defaults Upon Senior Securities 8 Item 4. Mine Safety Disclosure 8 Item 5. Other Information 8 Item 6. Exhibits 8 SIGNATURES 9 EXHIBIT 31.1 EXHIBIT 31.2 EXHIBIT 32.1 2 Forward-Looking Statements Various statements contained in this report constitute “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements are based on current expectations and are indicated by words or phrases such as “believe,” “expect,” “may,” “will,” “should,” “seek,” “plan,” “intend” or “anticipate” or the negative thereof or comparable terminology, or by discussion of strategy. Forward-looking statements represent as of the date of this report our judgment relating to, among other things, future results of operations, growth plans, sales, capital requirements and general industry and business conditions applicable to us. Such forward-looking statements are based largely on our current expectations and are inherently subject to risks and uncertainties. Our actual results could differ materially from those that are anticipated or projected as a result of certain risks and uncertainties, including, but not limited to, a number of factors, such as: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles and the other risks and uncertainties that are set forth in Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These factors are not necessarily all of the important factors that could cause actual results to differ materially from those expressed in any of our forward-looking statements. Other unknown or unpredictable factors could also have material adverse effects on future results. Except as otherwise required to be disclosed in periodic reports required to be filed by public companies with the Securities and Exchange Commission (“SEC”) pursuant to the SEC’s rules, we have no duty to update these statements, and we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks and uncertainties, we cannot assure you that the forward-looking information contained in this report will in fact transpire. As used in this Quarterly Report on Form 10-Q, unless the context requires or is otherwise indicated, the terms “we,” “us,” “our,” the “Company,” “our company” and similar expressions means MDwerks, Inc. 3 Index to Financial Statements As of September 30, 2024 and December 31, 2023 and for the Three and Nine Months Ended September 30, 2024 and 2023 Consolidated Balance Sheets (Unaudited) F-2 Consolidated Statements of Operations (Unaudited) F-3 Consolidated Statement of Changes in Stockholders’ Equity (Deficit) (Unaudited) F-4 Consolidated Statements of Cash Flows (Unaudited) F-5 Notes to Consolidated Financial Statements (Unaudited) F-6 F- 1 MDwerks, Inc. Consolidated Balance Sheets (Unaudited) September 30, 2024 December 31, 2023 Assets Current Assets Cash $ 62,478 $ 115,111 Note receivable 103,233 97,533 Accounts receivable, net 209,200 106,734 Inventory 188,630 201,207 Prepaid expenses and other current assets 16,146 28,632 Total Current Assets 579,687 549,217 Fixed assets, net of accumulated depreciation of $ 168,733 and $ 10,787 , respectively 648,519 496,890 Intangible assets, net of accumulated amortization of $ 46,643 and $ 4,339 , respectively 572,857 615,161 Right-of-use asset 1,011,233 1,105,152 Other assets 16,010 - Goodwill 466,648 466,648 Total Assets $ 3,294,954 $ 3,233,068 Liabilities and Stockholders’ Equity Current Liabilities Accounts payable and accrued expenses $ 760,558 $ 668,748 Notes payable, current portion 264,967 96,404 Deferred revenue - 52,779 Right-of-use liability, current portion 316,519 249,175 Total Current Liabilities 1,342,044 1,067,106 Notes payable, net of current portion 260,994 92,830 Right-of use liability, net of current portion 786,179 912,915 Total Liabilities 2,389,217 2,072,851 Stockholders’ Equity Preferred stock, par value $ 0.001 ; 10,000,000 shares authorized, of which 8,957,500 were issued and outstanding 8,958 8,958 Common stock, par value $ 0.001 ; 300,000,000 shares authorized, of which 202,044,872 and 198,724,868 shares were issued and outstanding at September 30, 2024 and December 31, 2023, respectively 202,045 198,725 Additional paid in capital 2,178,602 1,691,922 Subscription payable 165,000 Accumulated deficit ( 1,648,868 ) ( 739,388 ) Total Stockholders’ Equity 905,737 1,160,217 Total Liabilities and Stockholders’ Equity $ 3,294,954 $ 3,233,068 The accompanying notes are an integral part of these unaudited consolidated financial statements. F- 2 MDwerks, Inc. Consolidated Statements of Operations (Unaudited) Three Months Ended Three Months Ended Nine Months Ended Nine Months Ended September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023 Revenue $ 1,058,707 $ - $ 2,015,261 $ - Cost of revenue 325,839 - 1,059,088 - Gross (loss) profit 732,868 - 956,173 - Operating Expenses General and administrative expense 494,821 128,496 1,539,442 234,023 Salaries and wages 16,148 - 48,443 - Depreciation and amortization 58,969 636 212,063 636 Total Operating Expenses 569,938 129,132 1,799,948 234,659 Net Income (Loss) from Operations 162,930 ( 129,132 ) ( 843,775 ) ( 234,659 ) Other Income (Expense) Other income 1,900 - 5,700 - Gain (loss) on disposal of assets - 168,855 ( 54,000 ) 168,855 Interest expense ( 7,806 ) ( 4,232 ) ( 17,405 ) ( 9,908 ) Total Other Income (Expense) ( 5,906 ) 164,623 ( 65,705 ) 158,947 ) Net Income (loss) $ 157,024 $ 35,491 $ ( 909,480 ) $ ( 75,712 ) Net loss per share Basic $ 0.00 $ 0.00 $ ( 0.00 ) $ ( 0.00 ) Diluted $ 0.00 $ 0.00 $ ( 0.00 ) $ ( 0.00 ) Weighted Average Number of Shares Basic 201,065,672 125,643,163 200,470,538 124,077,691 Diluted 201,065,672 125,643,163 200,470,538 124,077,691 The accompanying notes are an integral part of these unaudited consolidated financial statements. F- 3 MDwerks, Inc. Consolidated Statements Of Stockholders’ Equity (Deficit) For The Three and Nine Months Ended September 30, 2024 and 2023 (Unaudited) Shares Amount Shares Amount Capital Payable Deficit (Deficit) Additional Total Stockholders’ Preferred Shares Common Shares Paid In Subscriptions Accumulated Equity Shares Amount Shares Amount Capital Payable Deficit (Deficit) Balance, December 31, 2023 8,957,500 $ 8,958 198,724,868 $ 198,725 $ 1,691,922 $ - $ ( 739,388 ) $ 1,160,217 Common shares sold for cash - - 2,100,000 2,100 312,900 75,000 - 390,000 Common shares to be issued for royalty agreement - - - - - 15,000 - 15,000 Net Loss - - - - - - ( 302,389 ) ( 302,389 ) Balance, March 31, 2024 8,957,500 8,958 200,824,868 200,825 2,004,822 90,000 ( 1,041,777 ) 1,262,828 Net Loss - - - - - - ( 764,115 ) ( 764,115 ) Balance, June 30, 2024 8,957,500 8,958 200,824,868 200,825 2,004,822 90,000 ( 1,805,892 ) 498,713 Common shares sold for cash - - 1,220,004 1,220 173,780 75,000 - 250,000 Net Income - - - - - - 157,024 157,024 Balance, September 30, 2024 8,957,500 $ 8,958 202,044,872 $ 202,045 $ 2,178,602 $ 165,000 $ ( 1,648,868 ) $ 905,737 Balance, December 31, 2022 8,957,500 $ 8,958 122,260,208 $ 122,260 $ 201,531 $ - $ ( 447,716 ) ( 114,967 ) Common shares sold for cash - - 1,141,298 1,141 84,457 - - 85,598 Net Loss - - - - - - ( 41,451 ) ( 41,451 ) Balance, March 31, 2023 8,957,500 8,958 123,401,506 123,401 285,988 - ( 489,167 ) ( 70,820 ) Common shares sold for cash - - 1,333,333 1,334 98,666 - - 100,000 Imputed interest - - - - 2,838 - - 2,838 Net Loss - - - - - - ( 69,752 ) ( 69,752 ) Balance, June 30, 2023 8,957,500 8,958 124,734,839 124,735 387,492 - ( 558,919 ) ( 37,734 ) Balance 8,957,500 8,958 124,734,839 124,735 387,492 - ( 558,919 ) ( 37,734 ) Common shares sold for cash - - 2,756,679 2,757 203,994 - - 206,751 Imputed interest - - - - 2,116 - - 2,116 Net Income - - - - - - 35,491 35,491 Net Income (loss) - - - - - - 35,491 35,491 Balance, September 30, 2023 8,957,500 $ 8,958 127,491,518 $ 127,492 $ 593,602 $ - $ ( 523,428 ) $ 206,624 Balance 8,957,500 $ 8,958 127,491,518 $ 127,492 $ 593,602 $ - $ ( 523,428 ) $ 206,624 The accompanying notes are an integral part of these unaudited consolidated financial statements. F- 4 MDwerks, Inc. Consolidated Statements of Cash Flows (Unaudited) September 30, 2024 September 30, 2023 Nine Months Ended September 30, 2024 September 30, 2023 CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ ( 909,480 ) $ ( 75,712 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 212,063 636 Loss on disposal of assets 54,000 ( 168,855 ) Stock-based compensation 15,000 - Bad debt expense 976 - Imputed interest - 4,954 Interest income ( 5,700 ) - Changes in operating assets and liabilities: Accounts receivable ( 103,442 ) - Prepaid expense ( 16,146 ) - Inventory 12,577 - Right-of-use asset 93,919 - Accounts payable 95,711 ( 30,676 ) Deferred revenue ( 52,779 ) - Accrued expenses - 2,838 Right-of-use liability ( 59,392 ) - NET CASH USED IN OPERATING ACTIVITIES ( 662,693 ) ( 266,815 ) CASH FLOWS FROM INVESTING ACTIVITIES Purchase of property and equipment ( 6,990 ) ( 88,000 ) Purchase of intangible assets - ( 19,500 Proceeds from sale of equipment - 100,000 Payments on loans receivable - ( 75,000 ) NET CASH USED IN INVESTING ACTIVITIES ( 6,990 ) ( 82,500 ) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from related party notes payable 120,500 - Repayment of notes payable ( 143,450 ) - Proceeds from advances payable - 118,748 Repayment of advances payable - ( 19,449 ) Proceeds from subscription agreements 640,000 392,349 NET CASH PROVIDED BY FINANCING ACTIVITIES 617,050 491,648 NET CHANGE IN CASH ( 52,633 ) 142,333 CASH - BEGINNING OF YEAR 115,111 23,715 CASH - END OF PERIOD $ 62,478 $ 166,048 Supplemental disclosures of cash flow information: Cash paid for interest $ - $ - Cash paid for taxes $ - $ - Noncash investing and financing activities: Property and equipment acquired with notes payable $ 444,891 $ - Note receivable issued for asset sale $ - $ 95,000 The accompanying notes are an integral part of these unaudited consolidated financial statements. F- 5 MDwerks, Inc. Notes to Unaudited Consolidated Financial Statements For the Three and Nine Months Ended September 30, 2024 and 2023 NOTE 1 - ORGANIZATION AND DESCRIPTION OF THE BUSINESS MDwerks, Inc. (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. On 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 Beverage”). Two Trees Beverage 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 Beverage 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. In consideration of the Merger Agreement, at the effective time of the Merger, each of the holders of Two Trees Beverage stock, subject to certain exceptions set forth in the Merger Agreement, had the right to convert all of the shares of Two Trees Beverage stock into a total of 60,000,000 shares of Company common stock, which was to be apportioned between the Two Trees Beverage stockholders, pro rata, based on the number of shares of Two Trees Beverage stock held by each of the Two Trees Beverage stockholders as of the closing of the Merger (the “Merger Consideration”). Immediately following the closing of the Merger on December 8, 2023, Two Trees Beverage became a wholly owned subsidiary of the Company. RF Specialties, LLC (“RFS”) is an innovative company pushing the boundaries of sustainable Radio Frequency applications. For 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. Pursuant to the terms of the Exchange Agreement, the Company agreed to acquire from Mr. Mort, and Mr. Mort agreed to sell to the Company, 100 % of the equity interests and membership interests of RFS, in exchange for the issuance by the Company to Mr. Mort of 7,500,000 shares of the Company’s common stock (the “Exchange”). Immediately following the closing of the Exchange on December 27, 2023, RFS became a wholly owned subsidiary of the Company. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation - The accompanying interim unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and should be read in conjunction with the financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the Securities and Exchange Commission (“SEC”) on June 28, 2024. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been omitted from this Quarterly Report on Form 10-Q pursuant to the rules and regulations of the SEC. F- 6 Results for the interim periods in this report are not necessarily indicative of future financial results and have not been audited by our independent registered public accounting firm. In the opinion of management, the accompanying unaudited consolidated financial statements include all adjustments necessary to present fairly our interim financial statements as of September 30, 2024, and for the three and nine months ended September 30, 2024 and 2023. These adjustments are of a normal recurring nature and consistent with the adjustments recorded to prepare the annual audited consolidated financial statements as of December 31, 2023. The accompanying interim unaudited consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Two Trees Beverage, Prost Beverage Co, Radio Aged Beer LLC, RF Kettle Company LLC, Two Trees Distilling, RAS LLC (collectively referred to as “Two Trees”) and RFS. All intercompany accounts, transactions and balances have been eliminated in consolidation. Use of Estimates and Assumptions - The preparation of financial statements in accordance with U.S. 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. Actual results can, and in many cases will, differ from those estimates. Accounts 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. The Company had an accounts receivable balance of $ 209,200 , net of $ 89,202 allowance for doubtful accounts, as of September 30, 2024. The Company had an accounts receivable balance of $ 106,734 , net of $ 51,967 allowance for doubtful accounts, as of December 31, 2023. As of September 30, 2024, the Company had two customers that accounted for 18 % and 11 %, respectively, of total accounts receivable. As of December 31, 2023, the Company had three customers that accounted for 25 %, 17 %, and 10 %, respectively, of total accounts receivable. Fair value of financial instruments - The Company measures its financial and non-financial assets and liabilities, as well as makes related disclosures, in accordance with the Financial Accounting Standards Board’s (the “FASB”) Accounting Standards Codification (“ASC”) 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: Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: Unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one more significant inputs or significant value drivers are unobservable. The carrying values of the Company’s accounts payable and accrued liabilities, advances payable, and convertible notes payable, approximate their fair value due to their short-term nature. Going Concern - These interim unaudited consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the discharge of liabilities in the normal course of business for the foreseeable future. As reflected in the accompanying unaudited financial statements, the Company had a net loss of $ 909,480 and negative cash flows from operations of $ 662,693 for the nine months ended September 30, 2024 and an accumulated deficit of $ 1,648,868 as of September 30, 2024. Although management believes that it will be able to successfully execute a business combination, which includes third party financing and the raising of capital to meet the Company’s future liquidity needs, there can be no assurances in this regard. These matters raise substantial doubt about the Company’s ability to continue as a going concern. F- 7 Revenue Recognition - Net sales from Two Trees include liquor and related products, less excise taxes and customer programs and incentives. Sales from RFS 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 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. The Company recognizes sales when merchandise is shipped from a warehouse directly to wholesale customers (except in the case of a consignment sale). 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 merchandise. 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 over the length of the contract. The Company’s contracts typically have a single performance obligation, and do not contain a significant financing component. The Company recognizes deferred revenue for performance obligations not yet satisfied. As of September 30, 2024 and December 31, 2023, the Company had $ 0 and $ 52,779 , respectively, in unsatisfied performance obligations related to liquor sales that it expects to satisfy over the next 12 months. During the three and nine months ended September 30, 2024, the Company’s revenue consisted of revenues from liquor sales from Two Trees, and service and product income from RFS. There were no revenues during the three and nine months ended September 30, 2023. For the three months ended September 30, 2024, the Company had one customer that accounted for 24 % of total revenue, respectively. For the nine months ended September 30, 2024, the Company had one customer who accounted for 27 % of total revenue. Inventory - Inventories 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 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 inventory. Intangible 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 . F- 8 Goodwill - Goodwill represents the excess of acquisition cost over the fair value of the net tangible and intangible assets acquired. Goodwill 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 any. The Company has determined that it has one reporting unit. During the three and nine months ended September 30, 2024, no impairment expense was recognized. During the year ended December 31, 2023, no impairment expense was recognized. Impairment 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 assets. During the three and nine months ended September 30, 2024, no impairment expense was recognized. During the year ended December 31, 2023, no impairment expense was recognized. Leases - 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. ROU 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 payments. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Property 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 five 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: SCHEDULE OF PROPERTY AND EQUIPMENT Category Estimated Useful Lives Machinery and equipment 3 - 7 years Vehicles 5 years Furniture & Fixtures 5 years Computers 3 years Leasehold improvements are depreciated over the shorter period of their estimated useful life or term of the lease. Stock-Based 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. Excise 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. Individual 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 $ 10,282 and $ 19,501 for the three and nine months ended September 30, 2024. F- 9 Recently Issued Accounting Pronouncements - From time to time, new accounting pronouncements are issued by the 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. NOTE 3 - INVENTORY Inventories 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 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 inventory. Inventories consisted of the following: SCHEDULE OF INVENTORY September 30, 2024 December 31, 2023 Raw materials and packaging $ 57,771 $ 78,352 Finished goods 130,859 122,855 Total inventories $ 188,630 $ 201,207 NOTE 4 – FIXED ASSETS, NET Fixed assets, net consisted of the following: SCHEDULE OF FIXED ASSETS, NET September 30, 2024 December 31, 2023 Machinery and equipment $ 672,865 $ 220,984 Furniture and office equipment 133,890 133,890 Vehicles - 142,306 Buildings 10,497 10,497 Total Property and equipment 817,252 507,677 Less accumulated depreciation ( 168,733 ) ( 10,787 ) Total property and equipment, net $ 648,519 $ 496,890 On 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”). The Purchase 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 25, 2029 and is due in full at maturity On January 31, 2024, the Company received assets under the second purchase agreement totaling $ 444,891 . The assets are included in property and equipment on the Company’s consolidated balance sheet. The Company assumed the liability of $ 444,891 as part of the Exchange Agreement with RFS. The Exchange Agreement requires monthly payments through March 2030. In May 2024, the Company entered into two bill of sale agreements to sell two vehicles to Keith Mort, the former owner of RFS. Mr. Mort assumed the loans associated with the two vehicles with a net book value of $ 130,492 and an aggregate principal balance of $ 72,592 at the time of sale, and the Company recognized a loss on disposal of $ 57,900 during the nine months ended September 30, 2024. F- 10 Depreciation expense totaled $ 61,071 and $ 124,892 for the three and nine months ended September 30, 2024, respectively. NOTE 5 – INTANGIBLE ASSETS, NET Intangible assets, net consisted of the following: SCHEDULE OF INTANGIBLE ASSETS, LESS ACCUMULATED AMORTIZATION September 30, 2024 December 31, 2023 Trade names and license, 10 year estimated useful life $ 359,500 $ 359,500 Developed technology, 15 year estimated useful life 140,000 140,000 Customer relationships, 10 year estimated useful life 120,000 120,000 Total intangible assets 619,500 619,500 Less accumulated amortization ( 46,643 ) ( 4,339 ) Total intangible assets, net $ 572,857 $ 615,161 Total amortization expense for the three and nine months ended September 30, 2024 was $ 14,102 and $ 42,304 , respectively. Total amortization expense for the three and nine months ended September 30, 2023 was $ 636 . The Company expects to recognize amortization expense of $ 56,432 annually in each of the next five years . On February 5, 2024, the Company, through its wholly owned subsidiary, Two Trees Beverages, entered into a new 15-year license agreement with Shine Time, LLC, 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 agreed to pay a royalty of 9 % on branded products covered by the license agreement, or 4.5 % of any sublicensed revenue under the agreement. During the nine months ended September 30, 2024, the Company paid $ 79,688 to Shine Time, LLC pursuant to the license agreement. An additional $ 112,500 was due under the terms of the license agreement by April 1, 2024. As of the filing date of this Quarterly Report on Form 10-Q, the Company has not paid such amount. The Company also agreed to issue to Shine Time, LLC 300,000 shares of the Company’s common stock with a fair value of $ 15,000 . Such shares have not been issued as of the date of this report. NOTE 6 – NOTE RECEIVABLE During 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 . The 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, 2029 , and accrues interest at the rate of 8 % per year. The note receivable balance as of September 30, 2024 is $ 103,233 and the Company recognized interest income of $ 5,700 for the nine months ended September 30, 2024. The note receivable balance as of December 31, 2023, was $ 97,533 , including interest of $ 2,533 . NOTE 7 - ACQUISITIONS Two Trees The Company closed 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. Each 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. F- 11 RF Specialties On 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. Unaudited Pro Forma Financial Information The following table sets forth the pro-forma consolidated results of operations for the three and nine months ended September 30, 2024 and 2023 as if the Exchange agreement with RF Specialties and the Merger agreement with Two Trees occurred on January 1, 2023. 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. SCHEDULE OF UNAUDITED PROFORMA A FINANCIAL INFORMATION 2024 2023 2024 2023 Three Months ended September 30, Nine Months ended September 30, 2024 2023 2024 2023 Revenue $ 1,058,707 $ 473,906 $ 2,015,261 $ 1,763,910 Operating income (loss) 162,930 ( 552,810 ) ( 843,775 ) ( 1,186,139 ) Net income (loss) 157,024 ( 404,301 ) ( 909,480 ) ( 1,033,728 ) Net income (loss) per common share $ 0.00 $ ( 0.00 ) ( 0.00 ) ( 0.01 ) Weighted average common shares outstanding 201,065,672 193,143,163 200,470,538 191,577,691 Asset purchase agreements Prior to its acquisition by the Company on December 27, 2023, RFS entered into two asset purchase agreements to acquire certain tools and equipment. 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 RFS. The agreement requires monthly payments through October 2026. On January 31, 2024, the Company received assets under the second purchase agreement totaling $ 444,891 . The assets are included in property and equipment on the Company’s consolidated balance sheet. The Company assumed the liability of $ 444,891 as part of the Exchange Agreement with RFS. The agreement requires monthly payments through March 2030. As of September 30, 2024 and December 31, 2023, the Company owed $ 383,877 and $ 88,674 under the notes payable, respectively. NOTE 8 - ADVANCES PAYABLE The 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 September 30, 2024 and December 31, 2023 is $ 0 . During the nine months ended September 30, 2024 and 2023, the Company repaid $ 0 and $ 19,449 in cash of the advances, respectively. F- 12 NOTE 9 - NOTES PAYABLE The Company has the following outstanding notes payable: SCHEDULE OF NOTES PAYABLE Loans Origination Date Interest Rate Balance as of September 30, 2024 Balance as of December 31, 2023 Asset purchase agreement notes December 1, 2023 0.00 % $ 383,877 $ 88,674 Termination Agreement December 31, 2021 0.13 % 21,584 21,584 Chrichton House Holdings, LLC Due on demand 10.00 % 115,000 - Toohey Holdings Due on demand 10.00 % 5,500 - Loan Payable - Mercedes September 19, 2022 6.79 % - 60,008 Loan Payable - Dodge June 18, 2022 0.00 % - 18,968 Total $ 525,961 $ 189,234 The following is a summary of the future minimum payments of loans payable: SCHEDULE OF LOANS PAYABLE FUTURE MINIMUM PAYMENTS Twelve Months Ending September 30, 2025 $ 264,967 2026 96,731 2027 67,898 2028 51,274 2029 and Thereafter 45,091 Total loans payable $ 525,961 In May 2024, the Company entered into two bill of sale agreements to sell two vehicles to Keith Mort, the former owner of RFS. Mr. Mort assumed the loans associated with the two vehicles with a net book value of $ 130,492 and an aggregate principal balance of $ 72,592 at the time of sale, and the Company recognized a loss on disposal of $ 57,900 during the nine months ended September 30, 2024. During the nine ended September 30, 2024, the Company received a total of $ 120,500 in proceeds from two shareholders. The advances are unsecured, due on demand and have stated interest of 10 % per annum. As of September 30, 2024, the balance owed on the advances from shareholders was $ 120,500 . Interest expense of $ 7,806 and $ 4,232 was recorded in the three months ended September 30, 2024, and 2023, respectively. Interest expense of $ 17,405 and $ 9,908 was recorded in the nine months ended September 30, 2024, and 2023, respectively. Accrued interest on notes payable as of September 30, 2024 and December 31, 2023, was $ 6,454 and $ 0 , respectively. NOTE 10 - CAPITAL STOCK Common stock The Company is authorized to issue 300,000,000 shares of common stock, $ 0.001 par value, with such designations, rights and preferences as may be determined from time to time by the Board of Directors. As of September 30, 2024 and December 31, 2023, there were 202,044,872 and 198,724,868 shares issued and outstanding, respectively. During the nine months ended September 30, 2024, the Company sold a total of 4,620,004 shares of common stock to accredited investors for total cash proceeds of $ 640,000 , with 1,000,000 of these shares of common stock not yet issued as of September 30, 2024. As part of the license agreement disclosed in Note 4, the Company agreed to issue 300,000 restricted shares of common stock with a fair value of $ 15,000 . The shares have not been issued to date, and the fair value is included in subscriptions payable on the Company’s consolidated balance sheet. During the period ended September 30, 2023, the Company issued a total of 5,231,310 shares of common stock to accredited investors for total cash proceeds of $ 392,349 . F- 13 Preferred stock The Company is authorized to issue 10,000,000 shares of preferred stock, $ 0.001 par value, with such designations, rights and preferences as may be determined from time to time by the Board of Directors, of which 10,000,000 shares are designated Series A Convertible Preferred. On June 15, 2014, the Company designated the Series A Convertible Preferred so that each share shall hold with it conversion rights of 100 shares of common stock for every share of Series A Preferred stock held, and that each share of Series A Preferred stock will also hold with it the same number of common share votes prior to conversion as it would if fully converted to be used in voting on any company matter requiring a vote of shareholders. At September 30, 2024 and December 31, 2023, there were 8,957,500 shares issued and outstanding. Warrants The following table represents warrant activity during the nine months ended September 30, 2024: SCHEDULE OF WARRANT ACTIVITY Number of Options Weighted Average Exercise Price Outstanding at December 31, 2023 17,262,656 $ 1.50 Granted - - Forfeited, cancelled - - Outstanding at September 30, 2024 17,262,656 $ 1.50 Exercisable at September 30, 2024 17,262,656 $ 1.50 The warrants had a weighted average remaining life of 3.90 years and no intrinsic value as of September 30, 2024. Stock Options The following is a summary of activity of outstanding stock options during the nine months ended September 30, 2024: SCHEDULE OF ACTIVITY OF OUTSTANDING STOCK OPTIONS Weighted Average Number Exercise of Options Prices Balance, December 31, 2023 4,650,685 $ 0.36 Granted - - Cancelled - - Balance, September 30, 2024 4,650,685 $ 0.36 Exercisable, September 30, 2024 4,650,685 $ 0.36 The options had a weighted average remaining life of 9.19 years and no intrinsic value as of September 30, 2024. NOTE 11 – COMMITMENTS AND CONTINGENCIES In the ordinary course of business, the Company may become a party to lawsuits involving various matters. The impact and outcome of litigation, if any, is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm its business. The Company believes the ultimate resolution of any such current proceeding will not have a material adverse effect on our continued financial position, results of operations or cash flows. 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 date. NOTE 12 - RELATED PARTY TRANSACTIONS 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. During the nine months ended September 30, 2024, the Company received a total of $ 120,500 in proceeds from shareholders. The advances are unsecured, due on demand and have stated interest of 10 % per annum. As of September 30, 2024, the balance owed on the advances from shareholders was $ 120,500 . In May 2024, the Company entered into two bill of sale agreements to sell two vehicles to Keith Mort, the former owner of RFS. Mr. Mort assumed the loans associated with the two vehicles with a net book value of $ 130,492 and an aggregate principal balance of $ 72,592 at the time of sale, and the Company recognized a loss on disposal of $ 57,900 during the nine months ended September 30, 2024. NOTE 13 – LEASES The Company maintains an operating lease for its office space and operating facility. The 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 September 30, 2024, the amount of right-of-use assets and lease liabilities were $ 1,011,233 and $ 1,102,698 , respectively. As of December 31, 2023, the amount of right-of-use assets and lease liabilities were $ 1,105,152 and $ 1,162,090 , respectively. Aggregate lease expense for the three and nine months ended September 30, 2024, was $ 82,597 and $ 231,741 , respectively. The following table provides the maturities of lease liabilities at September 30, 2024: SCHEDULE OF MATURITIES LEASE LIABILITIES Operating Lease Remaining Term in Years 2025 160,125 2026 314,613 2027 219,112 2028 176,088 2029 182,132 thereafter 283,783 Total lease payments 1,335,853 Less: imputed interest ( 233,155 ) Present value of lease liability 1,102,698 2.54 NOTE 14 - SUBSEQUENT EVENTS On November 7, 2024, by written consent of the Board of Directors, dated November 6, 2024, the Company executed individual Employment Agreements with Steven Laker, Chief Executive Officer and Chief Financial Officer of the Company, and James Cassidy, Chairman of the Board of Directors of the Company. On November 7, 2024, the Company agreed to purchased 8,957,000 shares of Series A Convertible Preferred Stock, representing all of the issued and outstanding shares of Series A Convertible Preferred Stock of the Company from, Tradition Reserve I LLC, a New York limited liability company, in exchange for $ 10.00 . The result of the purchase leaves no Series A Convertible Preferred Stock issued and outstanding. Subsequent to September 30, 2024, the Company issued 700,000 shares of common stock in exchange for cash proceeds of $ 105,000 . Subsequent to September 30, 2024, the Company issued 1,000,000 shares of common stock related to shares sold for cash during the period ended September 30, 2024. F- 14 ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited interim condensed financial statements and the related notes appearing elsewhere in this Quarterly Report on Form 10-Q. In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below, and those discussed in the section titled “Risk Factors” included in this Quarterly Report on Form 10-Q, as may be amended, supplemented or superseded from time to time by other reports we file with the SEC. All amounts in this report are in U.S. dollars, unless otherwise noted. Throughout this Quarterly Report on Form 10-Q, references to “we,” “our,” “us,” the “Company,” or “MDwerks,” refer to MDwerks, Inc. Overview We completed two acquisitions in December 2023 as follows: On December 8, 2023, we acquired Two Trees Beverage Co. and its subsidiaries (“Two Trees”). Two 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. On December 27, 2023, we acquired the operations of RF Specialties, LLC (“RFS”). RFS is an innovative company pushing the boundaries of sustainable Radio Frequency applications. For over 12 years RFS 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. Our results of operations for the three and nine months ended September 30, 2024 include the operations of these businesses for the full quarter. The results of operations for the three and nine months ended September 30, 2023 do not include any results from the acquired businesses. Results of Operations Three Months Ended September 30, 2024, compared to Three Months Ended September 30, 2023 The Company’s results of operations for the three months ended September 30, 2024 include the results of Two Trees since the acquisition date of December 8, 2023, and include the results of RFS from the acquisition date of December 27, 2023. Revenue. Revenue for the three months ended September 30, 2024 was $1,058,707 compared to $0 for the three months ended September 30, 2023. The revenue is primarily attributable to liquor sales during the three months resulting from the acquisition of Two Trees and product and service income resulting from the acquisition of RF Specialties. We did not earn any revenues for the three months ended September 30, 2023. Cost of Sales. Cost of sales for the three months ended September 30, 2024 was $325,839 compared to $0 for three months ended September 30, 2023. The cost of sales is primarily attributable to liquor sales during the period resulting from the acquisition of Two Trees, and labor costs related to the product and service income resulting from the acquisition of RF Specialties. We did not incur any cost of sales for the three months ended September 30, 2023. 4 Operating Expenses . The Company reported operating expenses of $569,938 consisting primarily of legal, accounting, payroll, and general business related expenses for the three months ended September 30, 2024 compared to $129,132 for the three months ended September 30, 2023. The $440,806 increase in operating expenses was primarily attributable to increased legal, payroll expenses and accounting fees related to our acquisitions that occurred in December 2023, our public company reporting obligations associated with this acquisitions, and increased audit fees from the increase in our business size from the acquisitions closing in December 2023. Operating expenses included depreciation and amortization expense of $58,969 for the three months ended September 30, 2024. Total Other Expenses . Total other expense was $5,906 for the three months ended September 30, 2024 compared to $164,623 for the three months ended September 30, 2023. Other expense for the three months ended September 30, 2024 primarily consisted of interest expense of $7,806 and interest income of $1,900. Other income for the three months ended September 30, 2023 consisted of interest expense of $4,232 and $168,855 of gain on disposal of assets. Nine Months Ended September 30, 2024, compared to Nine Months Ended September 30, 2023 The Company’s results of operations for the nine months ended September 30, 2024 include the results of Two Trees since the acquisition date of December 8, 2023, and include the results of RFS from the acquisition date of December 27, 2023. Revenue. Revenue for the nine months ended September 30, 2024 was $2,015,261 compared to $0 for the nine months ended September 30, 2023. The revenue is primarily attributable to liquor sales during the three months resulting from the acquisition of Two Trees and product and service income resulting from the acquisition of RF Specialties. We did not earn any revenues for the nine months ended September 30, 2023. Cost of Sales. Cost of sales for the nine months ended September 30, 2024 was $1,059,088 compared to $0 for nine months ended September 30, 2023. The cost of sales is primarily attributable to liquor sales during the period resulting from the acquisition of Two Trees, and labor costs related to the product and service income resulting from the acquisition of RF Specialties. We did not incur any cost of sales for the nine months ended September 30, 2023. Operating Expenses . The Company reported operating expenses of $1,799,948 consisting primarily of legal, accounting, payroll, and general business-related expenses for the nine months ended September 30, 2024 compared to $234,659 for the nine months ended September 30, 2023. The $1,565,289 increase in operating expenses was primarily attributable to increased legal, payroll expenses and accounting fees related to our acquisitions that occurred in December 2023, our public company reporting obligations associated with this acquisitions, and increased audit fees from the acquisitions closing in December 2023. Operating expenses included depreciation and amortization expense of $212,063 for the nine months ended September 30, 2024. Total Other Expenses . Total other expense was $65,705 for the nine months ended September 30, 2024 compared to other income of $158,947 for the nine months ended September 30, 2023. Other expense for the nine months ended September 30, 2024 primarily consisted of $54,000 of losses on disposal of assets, interest expense of $17,405 and interest income of $5,700. Other expense for the nine months ended September 30, 2023 consisted of $168,855 of gains on sale of assets, and interest expense of $9,908. Liquidity and Capital Resources As of September 30, 2024, and December 31, 2023, we had $62,478 and $115,111 of cash, respectively. We anticipate that our current cash and cash generated from financing activities will be insufficient to satisfy our liquidity requirements for the next 12 months. As of September 30, 2024, the Company has incurred operating losses since inception of $1,648,868. At September 30, 2024, the Company had a working capital deficit of $762,357. We believe that if we do not raise additional capital over the next 12 months, we may be required to suspend or cease the implementation of our business plans. The Company requires additional funding to meet its ongoing obligations and to fund anticipated operating losses. Management has expressed substantial doubt about our ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on raising capital to fund its initial business plan and ultimately to attain profitable operations. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from this uncertainty. 5 We expect to incur marketing, professional, and administrative expenses as well expenses associated with maintaining our filings with the Commission. We will require additional funds during this time and will seek to raise the necessary additional capital. If we are unable to obtain additional financing, we may be required to reduce the scope of our business development activities, which could harm our business plans, financial condition and operating results. Additional funding may not be available on favorable terms, if at all. The Company intends to continue to fund its business by way of equity or debt financing and advances from related parties. Any inability to raise capital as needed would have a material adverse effect on our business, financial condition and results of operations. Cash Flows Cash Used in Operating Activities. Net cash used in operating activities for the nine months ended September 30, 2024, and 2023, were $662,693 and $266,815. The increase was attributable to an increase in net loss compared to the prior year as a result of increased operating expenses associated with the new businesses as described above. Cash Used from Investing Activities. Cash used in investing activities for the nine months ended September 30, 2024, and 2023 was $6,990 and $82,500, respectively, including purchases of equipment of $6,990 and $88,000, respectively, and purchases of intangible assets of $0 and $19,500, respectively. For the nine months ended September 30, 202, cash used in investing activities also included proceeds from the sale of equipment of $100,000, partially offset by payments on loans receivable of $75,000. Cash Provided by Financing Activities. Net cash provided by financing activities for the nine months ended September 30, 2024, and 2023 was $617,050 and $491,648, respectively. The cash provided by financing activities for the nine months ended September 30, 2024 was attributable to proceeds from subscriptions agreements of $640,000, proceeds from related party notes payable of $120,500, partially offset by repayments of notes payable of $143,450. The cash provided by financing activities for the nine months ended September 30, 2023 was attributable to proceeds from sale of common stock of $392,349, proceeds from advances of $118,748, partially offset by repayment of advances of $19,449. Off-Balance Sheet Arrangements There are no off-balance sheet arrangements currently contemplated by management or in place that are reasonably likely to have a current or future effect on the business, financial condition, changes in financial condition, revenue or expenses, result of operations, liquidity, capital expenditures and/or capital resources. Recent Accounting Standards The Company has implemented all new accounting standards that are in effect and that may impact its financial statements and does not believe that there are any other new accounting standards that have been issued that might have a material impact on its financial position or results of operations. 6 Critical Accounting Policies and Estimates The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosures. Estimates and judgments are based on historical experience, forecasted events, and various other assumptions that we believe to be reasonable under the circumstances. Estimates and judgments may vary under different assumptions or conditions. We evaluate our estimates and judgments on an ongoing basis. Our management believes the accounting policies below are critical in the portrayal of our financial condition and results of operations and require management’s most difficult, subjective, or complex judgments. Revenue Recognition Net sales from Two Trees include liquor and related products, less excise taxes and customer programs and incentives. Sales from RFS 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 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. The Company recognizes sales when merchandise is shipped from a warehouse directly to wholesale customers (except in the case of a consignment sale). 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 merchandise. 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 over the length of the contract. The Company’s contracts typically have a single performance obligation, and do not contain a significant financing component. Goodwill - Goodwill represents the excess of acquisition cost over the fair value of the net tangible and intangible assets acquired. Goodwill 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 any. The Company has determined that it has one reporting unit. Impairment 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 assets. Item 3. Quantitative and Qualitative Disclosures About Market Risk. We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item. Item 4. Controls and Procedures. Disclosure Controls and Procedures Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, 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 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. The Company’s principal executive officer and principal financial officer have evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of September 30, 2024. Based upon such evaluation, the principal executive officer and principal financial officer have concluded that, as of September 30, 2024, the Company’s disclosure controls and procedures were not effective as required under Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Changes in Internal Control Over Financial Reporting There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f)) during the quarter ended September 30, 2024, that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting. 7 PART II—OTHER INFORMATION Item 1. Legal Proceedings. None. Item 1A. Risk Factors. We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item. Item 2. Unregistered Sales of Securities and Use of Proceeds. The following information represents securities sold by us that has not been previously included in a Quarterly Report on Form 10-Q or a Current Report of Form 8-K which were not registered under the Securities Act. Included are new issues, securities issued in exchange for property, services or other securities, securities issued upon conversion from our other share classes and new securities resulting from the modification of outstanding securities. We issued all of the securities listed below pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act (the “Securities Act”), or Regulation D or Regulation S promulgated thereunder. During the quarter ended March 31, 2024, the Company sold 2,600,000 shares of common stock in exchange for cash proceeds of $390,000, of which 500,000 shares were issued in August 2024. During the quarter ended September 30, 2024, the Company sold 1,666,668 shares of common stock in exchange for cash proceeds of $250,000, with 1,000,000 shares not yet issued as of September 30, 2024. The Company also issued 53,336 shares of common stock related to cash subscriptions during the year ended December 31, 2023. Item 3. Defaults Upon Senior Securities. None Item 4. Mine Safety Disclosure. None Item 5. Other Information. (a) None. (b) There have been no material changes to the procedures by which security holders may recommend nominees to the Company’s Board of Directors since the Company last provided disclosure in response to the requirements of Item 407(c)(3) of Regulation S-K. (c) During the quarter ended September 30, 2024, no director or officer of the Company adopted or terminated a contract, instruction or written plan for the purchase or sale of securities of the Company intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) and/or a non-Rule 10b5-1 trading arrangement. Item 6. Exhibits Exhibit No. Descriptio n 31.1 Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act* 31.2 Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act* 32.1 Certification of Principal Executive Officer and of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act** 101.INS Inline XBRL Instance Document* 101.SCH Inline XBRL Taxonomy Extension Schema Document* 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document* 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document* 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document* 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document* 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)* * Filed herewith. ** Furnished herewith. 8 SIGNATURES Pursuant to the requirements 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. Date: November 14 , 2024 /s/ Steven C. Laker Steven C. Laker Chief Executive Officer and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) 9