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Item 9A. Controls and Procedures

2025-03-25 compared with 2024-06-28 · 503 added, 207 removed, 215 unchanged (77% 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, 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.

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

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

executive officer and principal financial officer.

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

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

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.

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.

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, 2024, of the effectiveness of the design and operation of our company’s disclosure controls and procedures.

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

principal executive officer and principal financial officer.

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

and principal financial officer concluded that as of December 31, 2024 our disclosure controls and procedures were not effective due

to the existence 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;

(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, 2023 and communicated the

matters to our management.

(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, 2024 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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are committed to improving our financial organization.

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

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

funds are available to the Company:

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

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

In the fourth quarter of 2024, the Company appointed two new independent directors

to the Board of Directors.

The Company intends to establish an audit committee who will undertake the oversight in the establishment

and monitoring of required internal controls and procedures.

and ii) Preparing and implementing sufficient written policies and checklists

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

SEC disclosure requirements.

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

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

function when funds are available to the Company.

We will also prepare and implement sufficient written policies and checklists which

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

disclosure requirements.

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

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

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

report in this annual report.

firm pursuant to SEC rules that permit the Company to provide only management’s report in this annual report.

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

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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

we have one executive officer, Steven C.

Laker and three directors.

our Certificate of Incorporation, the size of our Board shall be at least one member, or a larger number as may be fixed from time to

time by resolution of a majority of the directors then in office.

Our Board currently consists of five members.

Under our Certificate

of Incorporation, members of our Board serve three-year terms and hold office until the next annual meeting of stockholders when their

respective successors are duly elected and qualified, or until their earlier resignation, retirement, disqualification, or removal.

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

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

Each director is elected at

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

Officers are elected

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

Executive Officer, Chief Financial Officer, and Director

July 21, 2022

Executive Chairman of the Board of Directors

Appointed December 3, 2024

Appointed November 18, 2024

Chairman of the Board of Directors

Appointed December 8, 2023

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

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

on July 21, 2022.

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

sustainability industry (“Sunwave”) since 2019.

Previously, Mr.

Laker served as Chief Executive Officer of Agera Energy LLC

and its affiliates, from 2014 through 2018.

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

Appointed December 8, 2023

Executive Officer and Director

July 21, 2022

Financial Officer

Appointed March 1, 2025

The Board determined each of Messrs.

Brocopp and Blackstone to be an “independent director” under Nasdaq listing standards

as discussed in detail below under “Director Independence”.

Stephens was appointed Chief Financial Officer of the Company on March 1, 2025.

Officers and Director Information

Blackstone has been a member of our Board since December 3, 2024.

Blackstone currently serves as Chief Executive Officer of Blackstone

Entertainment, Inc., which he founded in 2008 to nurture the careers of music artists and songwriters.

In parallel, from 2016 to 2019,

he served as Board Member and Chief Executive Officer of Avex Inc., where he planned and launched the Japanese entertainment company’s

global expansion.

Prior to that, he served as:

Chief Creative Officer of BMG – The New Music Company, where he helped re-establish

Bertelsmann in the music industry;

Chairman and Chief Executive Officer of Warner Chappell Music;

and President of ZOMBA Group of Companies,

where he helped develop the careers of young artists such as Britney Spears, Backstreet Boys, Justin Timberlake, Linkin Park, and Macy

Gray, among others.

He began his career as an Associate at Paul Marshall Law Offices.

Blackstone graduated from Rutgers University

with a bachelor’s degree in economics/English and from Cardozo School of Law with a Doctor of Law – JD degree.

Brocopp has been a member of our Board since November 18, 2024.

Brocopp began his career in the management and training program

at Hensley Beverage Company, a prominent beverage distributor in Arizona.

He then joined Intermountain Distributing Company, a leading

regional beverage distributor, where he held various sales and management positions before assuming the role of President and CEO.

his career, he has held several board and advisory positions, including with First Interstate Bank Advisory Board, St.

Vincent Healthcare

Foundation, Anheuser-Busch Advisory Panel, MT Beer and Wine Distributors Association, Friends of the Children, and the Rocky Mountain

College Board.

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

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.

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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.

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.

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

Officer, and Director on July 21, 2022.

Steven is a seasoned executive with extensive leadership experience across energy, finance, construction,

steel fabrication and behavioral health sectors.

Laker has served as the Chief Executive Officer of Sunwave USA Holdings Inc.,

a company focused on the energy and sustainability industry (“Sunwave”) since 2019.

Previously, Mr.

Laker served as Chief

Executive Officer of Agera Energy LLC and its affiliates, from 2014 through 2018.

Laker spent 9 years as the Chief Financial

Officer of Steelways Inc, and its subsidiary Star Energy LLC where he managed the finances, accounting and treasury for up to 200 employees

and worked closely with the ethanol and bio-diesel transloading segment.

Before Steelways/Star Energy, Steve worked with New Windsor Energy

in CFO and Controller capacities supervising all back-office functions of the energy derivative trading systems.

Prior to entering the

energy sector Mr.

Laker worked as the Controller of Response Personnel, Inc.

an employment placement company with 800 full/part time employees

as well as Meridian Global Services, serving 15,000 multinational clients as a lead audit analyst for several Fortune 100 companies.

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

Stephens was appointed to the position of Chief Financial Officer of the Company effective March 1, 2025.

Stephens, age 41, has

served as the Director of Accounting with Fresh Notion Financial Services (“Fresh Notion”) leading a team of accountants

in the provision of consulting, accounting, and financial reporting services, and continues on in his role with Fresh Notions, which

serves as a contractor to the Company.

Stephens has more than 19 years of financial reporting and auditing experience with public

companies, and previously worked at Nexeo Solutions, a $4 billion chemicals and plastics distribution Company from October 2012 to December

2018, serving as the Manager of Financial Reporting and Technical Accounting Manager prior to Nexeo’s acquisition by its largest

Stephens is a graduate of the University of Houston where he earned his Bachelor of Business Administration degree in

Accounting and Masters of Science degree in Accounting.

Stephens is a Certified Public Accountant in Texas.

Relationships

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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;

type of business, securities, futures, commodities, 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

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

banking, savings and loan, or insurance

of the Board of Directors

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

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involved in all decision making.

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

exchange, we are not required to have such committees.

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

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

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

for financial reporting.

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

securities exchange, we are not required to have such committees.

Board currently consists of five members.

Two of our current Board members and director nominees are “independent” as determined

under listing standards of the Nasdaq Capital Market (“Nasdaq”).

Code of Ethics

Qualifications

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and experience of each director.

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

for financial reporting.

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

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

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

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

Act Rule 10D-1 and with the Nasdaq listing standards.

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

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

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

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

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

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

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

the Company, subject to the terms of the Policy.

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

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

while the Company has a class of securities listed on a national securities exchange.

The incentive-based compensation is considered

“Clawback Eligible Incentive-Based Compensation” if the incentive-based compensation is received by a person after such person

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

compensation applies.

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

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

received had such Clawback Eligible Incentive-Based Compensation been determined based on the restated amounts (this is referred to in

the listing standards as “erroneously awarded incentive-based compensation”).

Oversight of Risk Management

Board of Directors considers oversight of the Company’s risk management efforts, including enterprise risk management, to be a

responsibility of the entire Board.

Management regularly updates the full Board on major Company initiatives, strategies, and related

At least annually, management reviews with the Board risks to the enterprise and efforts to address them.

In addition, presentations

are made in the ordinary course at scheduled Board meetings regarding operations, finance, market trends, and the various other risks

that face the Company.

Leadership Structure and Board’s Role in Risk Oversight

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EXECUTIVE COMPENSATION

Compensation Table

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

No salaries have been paid for the years

ended December 31, 2023 and 2022, and none will be paid unless and until our operations generate sufficient cash flows.

have opted to comply with the executive compensation disclosure rules applicable to “smaller reporting companies” as such

term is defined in the rules promulgated under the Securities Act of 1933, as amended (the “Securities Act”).

The following

disclosure concerns the compensation arrangements of our current named executive officers for the fiscal years ended December 31, 2024

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

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

at December 31, 2023, and

at December 31, 2024 and 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.”

Compensation of Named Executive Officers

Name and Principal Position

Fiscal Year ended December

Option Awards

Non-Equity Incentive Plan Compensation

Non-qualified Deferred Compensation Earnings

All Other Compensation

Chief Executive Officer and Chief Financial Officer

an executive officer at December 31, 2024 and 2023.

and Principal Position

Executive Officer

amounts included above were not paid as of December 31, 2024.

fair value of the stock awards to Mr.

Cassidy, were estimated under FASB ASC 718 based upon the closing price of the Company’s

common stock at the grant date of the awards and includes awards with time-based vesting and performance-based vesting conditions.

Equity Awards at Fiscal Year End

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

incentives during the year ended December 31, 2023.

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

If there is sufficient cash flow available

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

Unexercisable

market value of unvested stock awards is based on the closing price of the Company’s common stock as of December 31, 2024, $0.15

Agreement with Steven C.

November 7, 2024, the Company entered an Employment Agreement with Mr.

Laker, retroactive to July 15, 2024, after which time, it provides

for an initial term of 36 months, commencing on November 7, 2024 (the “Effective Date”), and continuing for a period of five

(5) years unless otherwise terminated in accordance with the Employment Agreement.

Thereafter, the Employment Agreement and its terms

shall automatically be renewed for additional five (5) year periods, unless written notice of the election not to renew the Term at least

ninety (90) days is given, prior to any such renewal date.

consideration of Mr.

Laker’s service as Chief Executive Officer, the Company shall pay Mr.

Laker $180,000 for the period between

July 15, 2024, through December 31, 2025.

For the period of January 1, 2026, through December 31, 2026, the Company shall pay Mr.

For the period of January 1, 2027, through December 31, 2027, the Company shall pay Mr.

Laker $250,000.

For the period of January

1, 2028, through December 31, 2028, the Company shall pay Mr.

Laker $300,000.

For the period of January 1, 2029, through December 31,

2029, the Company shall pay Mr.

Laker $350,000.

Laker shall receive certain cash and equity performance-based bonuses starting January 1, 2025, on a quarterly basis for a period of

two (2) years of the Term of up to a cash bonus equating to twenty five percent (25%) of his then-current base salary.

Upon the conclusion

on the two (2) years Mr.

Laker shall thereafter receive performance-based bonuses on an annual basis, of up to fifty percent (50%) of

his then-current base salary payable as fifty percent (50%) cash and fifty percent (50%) in Company stock.

For any calendar year(s) where

the Company’s gross revenue has increased a minimum of fifteen percent (15%) from its prior year gross revenue for that corresponding

calendar year(s) Mr.

Laker shall be entitled to a cash bonus equating to one hundred percent (100%) of his then-current base salary payable

as fifty percent (50%) cash and (2) fifty percent (50%) in Company stock.

For any calendar year(s) where the Company’s gross revenue

has increased a minimum of twenty five percent (25%) from its prior year gross revenue for that corresponding calendar year(s) Mr.

shall be entitled to a cash bonus equating to one hundred fifty percent (150%) of his then-current base salary payable as fifty percent

(50%) cash and fifty percent (50%) Company stock.

Upon Execution of the Agreement, the Company issued five hundred thousand (500,000)

shares of the Company’s stock to Mr.

Laker, which share vest according to a vesting schedule, as set forth in the Employment Agreement.

Laker is also eligible to receive an additional three million shares (3,000,000) of the Company’s stock based on the Company’s

performance as determined benchmarks set forth in the Employment Agreement.

Laker will be entitled to receive prompt reimbursement

for all reasonable expenses he incurs in connection with his services on behalf of the Company on terms which are consistent with those

offered to the senior executives of the Company and subject to the Company’s requirements with respect to reporting and documentation

of such expenses.

Laker will be entitled to additional fringe benefits, including dental and health benefits and paid vacation on

terms at least as preferential as those offered to any senior executive of the Company.

Laker shall also be entitled to participate

in any and all Company retirement and/or pension plans as may become available to any senior executive of the Company on terms at least

as preferential as those offered to any other senior executive of the Company.

the event Company terminates Mr.

Laker for a reason other than With Notice For Cause or Terminated Immediately For Cause as defined by

the Employment Agreement, Mr.

Laker is entitled to severance pay equating to twelve (12) months of his then-current Base Salary along

with full vesting acceleration of any and all unvested stock provided for in the Employment Agreement.

Laker shall also be entitled

to an Executive Severance Package in the event of resignation With Cause Upon Notice, an Immediate Resignation For Cause or a Resignation

by Mutual Agreement as defined by the Employment Agreement.

Laker’s Employment Agreement is automatically terminated upon death.

In the event of Mr.

Laker’s death, all compensation

Laker shall be paid to his spouse or other beneficiaries.

If, during the Term, Mr.

Laker is incapacitated due to physical

or mental illness or incapacity for more than thirty (30) days, in the aggregate during any 12-month period, the Company may, upon a

minimum of ten (10) days’ prior written notice notify Mr.

Laker that the Employment Agreement has been terminated, however, Mr.

Laker shall be entitled to receive salary, benefits, and reimbursable expenses owed to him through the date of termination.

Agreement with James P.

November 7, 2024, the Company entered an Employment Agreement with James P.

The Employment Agreement is retroactive to January

1, 2024, commences on November 7, 2024 (the “Effective Date”), and continues for a period of five (5) years unless otherwise

terminated in accordance with the Employment Agreement.

Thereafter, the Employment Agreement and its terms shall automatically be renewed

for additional five (5) year periods, unless written notice of the election not to renew the Term at least ninety (90) days is given,

prior to any such renewal date.

consideration of Mr.

Cassidy’s service as Chairman of the Board of Directors, the Company shall pay Mr.

Cassidy $180,000 for the

period through December 31, 2025.

For the period of January 1, 2026, through December 31, 2026, the Company shall

Cassidy $225,000.

For the period of January 1, 2027, through December 31, 2027, the Company shall pay Mr.

Cassidy $250,000.

the period of January 1, 2028, through December 31, 2028, the Company shall pay Mr.

Cassidy $300,000.

For the period of January 1, 2029,

through December 31, 2029, the Company shall pay Mr.

Cassidy $350,000.

Cassidy shall receive certain cash and equity performance-based bonuses starting January 1, 2025, on a quarterly basis for a period of

two (2) years of the Term of up to a cash bonus equating to twenty five percent (25%) of his then-current base salary.

Upon the conclusion

on the two (2) years Mr.

Cassidy shall thereafter receive performance-based bonuses on an annual basis, as follows:

For any calendar

year(s) where the Company’s gross revenue has increased a minimum of ten percent (10%) from its prior year gross revenue for that

corresponding calendar year(s), Mr.

Cassidy shall be entitled to a cash bonus equating to fifty percent (50%) of his then-current Base

Salary payable as follows:

(1) fifty percent (50%) in cash and fifty percent (50%) in Company stock vesting on a prorated consecutive

twenty four (24) calendar month basis.

For any calendar year(s) where the Company’s gross revenue has increased a minimum of fifteen

percent (15%) from its prior year gross revenue for that corresponding calendar year(s) Mr.

Cassidy shall be entitled to a cash bonus

equating to one hundred percent (100%) of his then-current Base Salary payable as fifty percent (50%) in cash and fifty percent (50%)

in Company stock.

For any calendar year(s) where the Company’s gross revenue has increased a minimum of twenty five percent (25%)

from its prior year gross revenue for that corresponding calendar year(s) Mr.

Cassidy shall be entitled to a cash bonus equating to one

hundred fifty percent (150%) of his then-current Base Salary payable as follows:

(1) fifty percent (50%) in cash within thirty (30) days

of the conclusion of any such calendar year(s);

and (2) fifty percent (50%) in Company stock.

Execution of the Agreement, the Company issued five hundred thousand (500,000) shares of the Company’s stock to Mr.

Cassidy, which

share vest according to a vesting schedule, as set forth in the Employment Agreement.

Cassidy is also eligible to receive an additional

three million shares (3,000,000) of the Company’s stock based on the Company’s performance as determined benchmarks set forth

in the Employment Agreement.

the event Company terminates Mr.

Cassidy for a reason other than With Notice For Cause or Terminated Immediately For Cause as defined

by the Employment Agreement, Mr.

Cassidy is entitled to severance pay equating to twelve (12) months of his then-current Base Salary

along with full vesting acceleration of any and all unvested stock provided for in the Employment Agreement.

Cassidy shall also be

entitled to an Executive Severance Package in the event of resignation With Cause Upon Notice, an Immediate Resignation For Cause or

a Resignation by Mutual Agreement as defined by the Employment Agreement.

Cassidy’s Employment Agreement is automatically terminated upon death.

In the event of Mr.

Cassidy’s death, all compensation

Cassidy shall be paid to his spouse or other beneficiaries.

If, during the Term, Mr.

Cassidy is incapacitated due to physical

or mental illness or incapacity for more than thirty (30) days, in the aggregate during any 12-month period, the Company may, upon a

minimum of ten (10) days’ prior written notice notify Mr.

Cassidy that the Employment Agreement has been terminated, however, Mr.

Cassidy shall be entitled to receive salary, benefits, and reimbursable expenses owed to him through the date of termination.

Agreement with David Stephens

March 1, 2025, Mr.

Stephens and the Company entered into an Executive Employment Agreement (the “Agreement”) with the following

summarized terms:

Stephens shall serve as the Chief Financial Officer of the Company and be available to perform the duties consistent with such position

pursuant to the Certificate of Incorporation and Bylaws of the Company.

Stephen’s employment commenced on March 1, 2025, and

continues for a term of three (3) years.

Stephens will receive during his term includes (i) for the period of January 1, 2025 through December 31, 2025, an base salary

of $120,000, payable in equal monthly payments of $10,000 per month;

(ii) for the period of January 1, 2026 through December 31, 2026,

a base salary of $150,000;

and (iii) for the period of January 1, 2027 through December 31, 2027, a base salary of $175,000.

addition to the Base Salary, Mr.

Stephens shall receive performance-based bonuses from January 1, 2025 on a quarterly basis for a period

of two (2) years of the Term (the “Two Year Quarterly Bonuses”) as follows:

for any calendar quarter(s) where the Company’s

gross revenue has increased a minimum of twenty five percent (25%) from its prior year gross revenue for that corresponding calendar

Stephens shall be entitled to a cash bonus equating to fifteen percent (15%) of his then-current Base Salary within thirty

(30) days of the conclusion of any such calendar quarter(s).

conclusion of the two (2) years of the Term, Mr.

Stephens shall thereafter receive performance-based bonuses on an annual basis (the

“Subsequent Annual Bonuses”).

For any calendar year(s) where the Company’s gross revenue has increased a minimum of

ten percent (10%) from its prior year gross revenue for that corresponding calendar year, Mr.

Stephens shall be entitled to a cash bonus

equating to forty percent (40%) of his then-current Base Salary payable as follows:

(1) fifty percent (50%) in cash within thirty (30)

days of the conclusion of any such calendar year(s);

and (2) fifty percent (50%) in Company stock vesting on a prorated consecutive twenty

four (24) calendar month basis;

For any calendar year(s) where the Company’s gross revenue has increased a minimum of fifteen percent

(15%) from its prior year gross revenue for that corresponding calendar year(s), Mr.

Stephens shall be entitled to a cash bonus equating

to seventy-five percent (75%) of his then-current Base Salary payable as follows:

(1) fifty percent (50%) in cash within thirty (30)

days of the conclusion of any such calendar year(s);

and (2) fifty percent (50%) in Company stock vesting on a prorated consecutive twenty

four (24) calendar month basis.;

For any calendar year(s) where the Company’s gross revenue has increased a minimum of twenty five

percent (25%) from its prior year gross revenue for that corresponding calendar year(s), Mr.

Stephens shall be entitled to a cash bonus

equating to one hundred twenty five percent (125%) of his then-current Base Salary payable as follows:

(1) fifty percent (50%) in cash

within thirty (30) days of the conclusion of any such calendar year(s);

and (2) fifty percent (50%) in Company stock vesting on a prorated

consecutive twenty four (24) calendar month basis.

Upon Execution of the Agreement, the Company will issue one hundred fifty

thousand (150,000) shares of the Company’s stock to Mr.

Stephens, which share vest according to a vesting schedule, as set forth

in the Employment Agreement.

Stephens is also eligible to receive an additional three million shares (562,500) of the Company’s

stock based on the Company’s performance as determined benchmarks set forth in the Employment Agreement.

The Company shall reimburse

Stephens for all reasonable out-of-pocket expenses incurred in the ordinary course of business.

Stephens is bound by certain confidentiality

covenants with the Company and has made certain representations and warranties customary to Officers and Directors.

In the event Company terminates Mr.

Stephens for a reason other than With

Notice For Cause or Terminated Immediately For Cause as defined by the Employment Agreement, Mr.

Laker is entitled to severance pay equating

to six (six) months of his then-current Base Salary along with full vesting acceleration of any and all unvested stock provided for in

the Employment Agreement.

Stephens shall also be entitled to an Executive Severance Package in the event of resignation With Cause

Upon Notice, an Immediate Resignation For Cause or a Resignation by Mutual Agreement as defined by the Employment Agreement.

Agreement with Richard Blackstone

December 3, 2024, Mr.

Blackstone and the Company entered into an Independent Director Agreement, commencing on Tuesday, December 3, for

a term of three (3) years.

Compensation that Mr.

Blackstone will receive during his term includes the sum of $5,000, each calendar quarter,

payable in the third month of each calendar quarter, and with such amount for any partial calendar quarter being appropriately prorated.

Upon employment, the Company shall issue to Mr.

Blackstone 100,000 shares of common stock, par value $0.001 per share, of the Company

(the “Common Stock”), subject to the terms and conditions of the Company’s applicable equity incentive plan and any

related grant documentation, , and an additional equity grant each calendar quarter, with the number of shares determined with $10,000

shares divided by a VWAP schedule as of the end of each quarter.

Agreement with Timothy Brocopp

November 18, 2024, Mr.

Brocopp and the Company entered into an Independent Director Agreement, commencing on November 16, 2024, for a

term of three (3) years.

Compensation that Mr.

Brocopp will receive during his term includes the sum of $5,000, each calendar quarter,

payable in the third month of each calendar quarter, and with such amount for any partial calendar quarter being appropriately prorated.

Upon employment, the Company shall issue to Mr.

Brocopp 100,000 shares of common stock, par value $0.001 per share, of the Company (the

“Common Stock”), subject to the terms and conditions of the Company’s applicable equity incentive plan and any related

grant documentation, and an additional equity grant each calendar quarter, with the number of shares determined with $10,000 shares divided

by a VWAP schedule as of the end of each quarter.

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

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plan awards for any named executive officer.

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

The Company has no plans to adopt 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

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

Board of Directors of the Company has not adopted a stock option plan but may choose to do so in the future.

If such a plan is adopted,

this may be administered by the board or a committee appointed by the board.

The committee would have the power to modify, extend or

renew outstanding options and to authorize the grant of new options in substitution therefore, provided that any such action may not

impair any rights under any option previously granted.

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

us during the year ended December 31, 2024.

DIRECTOR COMPENSATION

Fees Earned or

Option Awards

Non-Qualified

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

Annual Report.

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

We currently do not have an audit committee

financial expert on our Board of Directors.

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

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

having an audit committee financial expert at this time.

James Cassidy

Richard Blackstone

Timothy Brocopp

Director cash compensation earned in 2024 were not yet paid as of December 31, 2024.

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

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Generally, a person is considered to beneficially own securities:

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

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

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

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, 2024 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, 2024 we had 204,744,872 shares of common stock issued and outstanding and

no shares of Series A Preferred Stock issued and outstanding.

Name, Position and Address of Beneficial Owner

Beneficially Owned

of Common Stock (1)

Beneficially Owned

of Series A Preferred Shares (1)(2)

% of Voting Capital Stock

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 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.

To calculate a stockholder’s percentage of beneficial ownership,

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

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

Richard Blackstone

Timothy Brocopp

James P Cassidy

All directors and officers as a group

Five Percent or Greater Shareholders

Keith Mort (2)

Brian Plotkin (3), (4)

Infinity Holdings Group (3)

Chad Slagle(4)

beneficial ownership of less than 1% of the outstanding common stock.

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 December 31, 2024, there

were 204,744,872 shares of our common stock outstanding and 8,957,500 shares

of Series A Preferred Stock outstanding.

To calculate a stockholder’s percentage of

beneficial ownership, we include in the numerator and denominator the common stock outstanding

and all shares of our common stock issuable to that person in the event of the exercise of

outstanding options and other derivative securities owned by that person which are exercisable

within 60 days of December 31, 2024.

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.

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.

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

Reserve Trust 1 LLC.

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

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 name.

Mort is located in

Fletcher, NC.

Includes 10,542,506 shares

owned by Infinity Holdings Group, Inc.

and 3,000,000 shares held by Infinity Holdings Capital Inc., entities controlled by Brian

Infinity Holdings Group, Inc.

and Infinity Holdings Capital Inc.

are located in Croton on Hudson, NY.

Plotkin is co-trustee

of Starfish Irrevocable Trust I which holds 7,000,000 shares, and co-trustee of Starfish Irrevocable Trust II which holds 7,000,000

shares and are located in Briarcliff Manor, New York.

Also includes 261,471 shares held by Mr.

Plotkin, and 239,331 shares held by

Steel Style Sales, Inc., located in Croton on Hudson, NY.

Slagle is located in

Black Mountain, NC

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

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

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;

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

fiscal years;

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

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

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

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

family member of any such person.

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

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

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

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

with Related Parties

July 2022, the holders of the Company’s shares of Preferred Stock sold their shares pursuant to a Stock Purchase Agreement (“SPA”),

executed with (i) Tradition Reserve I LLC, a New York limited liability company (“Buyer”);

and (ii) Ronin Equity Partners,

Inc., a Texas corporation (“Seller”).

The SPA, provides, among other things, that the Company’s obligations under its

convertible notes and advances payable aggregating $239,444 are forgiven.

This transaction was recognized as an in substance related

party transaction.

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

of the Company’s common stock during December 2022.

Compensation” above, the following is a description of each transaction since January 1, 2023 and each currently proposed transaction

November 7, 2024, the Company agreed to purchased 8,957,500 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.

At December 31, 2024 and 2023, there were 0 and 8,957,500 shares of Series A Convertible Preferred Stock

issued and outstanding, respectively.

the year ended December 31, 2024, the Company received a total of $155,500 in proceeds from shareholders and repaid $32,500.

are unsecured, due on demand and have stated interest of 10% per annum.

As of December 31, 2024, the balance owed on the advances from

shareholders was $123,000.

See Note 8 above.

May 2024, the Company entered into two bill of sale agreements to sell two vehicles to Keith Mort, the former owner of RFS.

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 year ended December 31, 2024.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

8 unchanged sentences

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

Audit-Related

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

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

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

consulting and other audit services.

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

and tax advice.

Audit-Related Fees - This category consists of assurance and related services by the independent registered public accounting firm that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under “Audit Fees.” The services for the fees disclosed under this category include consultation regarding our correspondence with the SEC, other accounting consulting and other audit services.

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

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

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

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

related service, the engagement be either:

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

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

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

responsibilities to management.

do not have an Audit Committee.

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

The SEC requires that before our independent registered public accounting firm is engaged by us to render any auditing or permitted non-audit related service, the engagement be either:

(i) approved by our Audit Committee or (ii) entered into pursuant to pre-approval policies and procedures established by the Audit Committee, provided that the policies and procedures are detailed as to the particular service, the Audit Committee is informed of each service, and such policies and procedures do not include delegation of the Audit Committee’s responsibilities to management.

We do not have an Audit Committee.

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

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

All of the above services and fees paid during 2024 and 2023 were pre-approved by our Board.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

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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 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 **

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

11 unchanged sentences

on its behalf by the undersigned, thereunto duly authorized.

MDwerks, Inc.

June 28, 2024

Chief Executive Officer

March 25, 2025

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)

Executive Officer and Director (principal executive officer)

David Stephens

Financial Officer (principal financial officer)

Chairman, Director

Timothy Brocopp

Richard Blackstone

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