8-K - MDWK - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the

Securities

Exchange Act of 1934

Date of Report (Date of earliest event reported): December 27, 2023

MDwerks,

Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-56299	33-1095411
(State<br>or other jurisdiction of <br><br>incorporation or organization)	(Commission<br> <br><br>File Number)	(IRS<br>Employer <br><br>Identification No.)

411Walnut Street, Suite 20125

GreenCove Springs, FL

(Address of principal executive offices)

32043

(Zip code)

(252)501-0019

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
☐	Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

CAUTIONARY

NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Current Report on Form 8-K, including the sections entitled “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contains express or implied forward-looking statements that are based on our management’s belief and assumptions and on information currently available to our management. Although we believe that the expectations reflected in these forward-looking statements are reasonable, these statements relate to future events or our future operational or financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. Forward-looking statements in this Current Report on Form 8-K include, but are not limited to, statements about:

●	the<br> implementation of our strategic plans for our business;
●	our<br> financial performance;
●	developments<br> relating to our competitors and our industry, including the impact of government regulation;
●	estimates<br> of our expenses, future revenues, capital requirements and our needs for additional financing; and
●	other<br> risks and uncertainties, including those listed under the captions “Business,” and “Management’s Discussion<br> and Analysis of Financial Condition and Results of Operations.”

In some cases, forward-looking statements can be identified by terminology such as “may,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue,” “could,” “project,” “intend,” “will,” “will be,” “would,” or the negative of these terms or other comparable terminology and expressions. However, this is not an exclusive way of identifying such statements. These statements are only predictions. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which are, in some cases, beyond our control and which could materially affect results. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed in this Current Report on Form 8-K. If one or more of these risks or uncertainties occur, or if our underlying assumptions prove to be incorrect, actual events or results may vary significantly from those implied or projected by the forward-looking statements. No forward-looking statement is a guarantee of future performance. You should read this Current Report on Form 8-K and the documents that we reference in this Current Report on Form 8-K and have filed with the Securities and Exchange Commission (“SEC”) as exhibits hereto completely and with the understanding that our actual future results may be materially different from any future results expressed or implied by these forward-looking statements.

The forward-looking statements in this Current Report on Form 8-K represent our views as of the date of this Current Report on Form 8-K. We anticipate that subsequent events and developments will cause our views to change. Except as expressly required under federal securities laws and the rules and regulations of the SEC, we do not undertake any obligation to update any forward-looking statements to reflect events or circumstances arising after the date of this Current Report on Form 8-K, whether as a result of new information or future events or otherwise. You should therefore not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this Current Report on Form 8-K. You should not place undue reliance on the forward-looking statements included in this Current Report on Form 8-K. All forward-looking statements attributable to use are expressly qualified by these cautionary statements.

INDUSTRY

DATA

This Current Report on Form 8-K includes industry and market data and other information, which we have obtained from, or is based upon, market research, independent industry publications, surveys and studies conducted by third parties or other publicly available information. Although we believe each such source to have been reliable as of its respective date, none guarantees the accuracy or completeness of such information. We have not independently verified the information contained in such sources. Any such data and other information are subject to change based on various factors, including those described elsewhere in this Current Report on Form 8-K.

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TABLE

OF CONTENTS

Item No.	Description of Item	Page No.
Item<br> 2.01	Completion of Acquisition or Disposition of Assets	4
Item<br> 3.02	Unregistered Sales of Equity Securities	4
Item<br> 9.01	Financial Statements and Exhibits	4

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Background

On January 19, 2023, MDwerks, Inc. (the “Company”) entered into an Exchange Agreement (the “Exchange Agreement”), by and between the Company, RF Specialties LLC (“RFS”) and Keith A. Mort as the sole member of RFS. Pursuant to the terms of the Exchange Agreement, the Company agreed to acquire from Mr. Mort, and Mr. Mort agreed to sell to the Company, 100% of the equity interests and membership interests of RFS, in exchange for the issuance by the Company to Mr. Mort of 7,500,000 shares of the Company’s common stock, par value $0.001 per share (the “Exchange”). Immediately following the Exchange, RFS will become a wholly owned subsidiary of the Company.

Item2.01 Completion of Acquisition or Disposition of Assets.

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, par value $0.001 per share (the “Common Stock”). On the same date, and immediately following the completion of the Exchange, RFS became a wholly owned subsidiary of the Company. Pursuant to the Common Stock issuance to Mr. Mort, the number of shares of the Company’s Common Stock issued and outstanding was 198,391,536.

The Exchange Shares are subject to a 24-month lock-up; provided, however, that (i) one-third of the Exchange Shares will be released from the lock-up restrictions on the 12-month anniversary of the closing of the Exchange, and (ii) one-third of the Exchange Shares will be released from the lock-up restrictions on the 18-month anniversary of the closing of the Exchange. The remaining one-third of the Exchange Shares will be released from the lock-up restrictions on the 24-month anniversary of the closing of the Exchange.

The foregoing description of the Exchange Agreement and the transaction contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Exchange Agreement attached as Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC by the Company on December 28, 2023 and incorporated herein by reference.

Item3.02 Unregistered Sales of Equity Securities.

The Company incorporates the disclosure in Item 2.01 herein.

The securities issuances described herein were exempt from registration under the Securities Act in reliance on the exemptions provided by Regulation D and Section 4(a)(2) and Section 3(a)(10), as applicable under the Securities Act.

Item9.01 Financial Statement and Exhibits.

(a)Financial Statements of Business Acquired.

The audited financial statements of RF Specialties LLC from for the years ended December 31, 2021 and December 31, 2022 are attached to this Current Report on Form 8-K as Exhibit 99.2 and are incorporated by reference herein. The unaudited financial statements of RF Specialties LLC for the period ended September 30, 2023 are attached to this Current Report on Form 8-K as Exhibit 99.3 and are incorporated by reference herein.

(b)Pro Forma Financials.

The unaudited pro forma condensed combined financial statements of the Company and RF Specialties LLC for the nine month period ended September 30, 2023 and the year ended December 31, 2022 are attached to this Current Report on Form 8-K as Exhibit 99.3 and incorporated by reference herein.

(d)Exhibits

The following exhibits are filed with this Current Report on Form 8-K:

Exhibit No.	Description
2.1	Exchange Agreement entered into between MDwerks, Inc. and Keith Mort dated January 19, 2023 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 25, 2023).
2.2	Amendment No. 1 dated as of December 20, 2023 to the Exchange Agreement entered into between MDwerks, Inc. and Keith Mort dated January 19, 2023 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 27, 2023).
10.4	Asset Purchase Agreement between MDwerks, Inc. and Dream Workz Automotive LLC dated as of August 25, 2023, 2023 (Incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 25, 2023).
99.2*	RF Specialties LLC Audited Financial Statements for the periods ended December 31, 2022 and 2021.
99.3*	RF Specialties LLC Unaudited Financial Statements for the nine month period ended September 30, 2023.
99.4*	Unaudited Pro Forma Combined Balance Sheet as of September 30, 2023 and Unaudited Pro Forma Combined Statement of Operations for the nine month period ended September 30, 2023 and the year ended December 31, 2022.
104	Cover<br> Page Interactive Data File (embedded within the Inline XBRL document)
*	Filed<br> herewith
---	---

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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 hereunto duly authorized.

	MDwerks, Inc.
Date:<br> May 24, 2024	/s/ Seven C. Laker
	Steven<br> C. Laker
	Chief<br> Executive Officer

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Exhibit99.2

RFSpecialties, LLC

AuditedFinancial Statements

December31, 2022 and 2021

Tableof Contents

Report of Independent Registered Public Accounting Firm	1
Balance Sheets	2
Statements of Operations	3
Statements of Changes in Members’ Equity (Deficit)	4
Statements of Cash Flows	5
Notes to the Financial Statements	6

REPORTOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of RF Specialties, LLC

Opinionon the Financial Statements

We have audited the accompanying balance sheets of RF Specialties, LLC, (the Company) as of December 31, 2022 and 2021, and the related statements of operations, changes in members’ equity (deficit), and cash flows for each of the years in the two-year period ended December 31, 2022, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

GoingConcern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered a net loss from operations and has a net working capital deficiency, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are discussed in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basisfor Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and the significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe our audits provide a reasonable basis for our opinion.

CriticalAudit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinion on the critical audit matter or on the accounts or disclosures to which they relate.

Going Concern

As discussed in Note 1, the Company has a going concern due to a negative working capital and losses from operations.

Auditing management’s evaluation of a going concern can be a significant judgment given the fact that the Company uses management estimates on future revenues and expenses, which are not able to be substantiated.

To evaluate the appropriateness of the going concern, we examined and evaluated the financial information that was the initial cause along with management’s plans to mitigate the going concern and management’s disclosure on going concern.

/s/ M&K CPAS, PLLC

We have served as the Company’s auditor since 2022

Houston, TX

May 24, 2024

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RFSpecialties, LLC

Balance Sheets

	December 31, 2022			December 31, 2021
Assets
Current Assets
Cash	$	35,916		$	5,571
Accounts Receivable, Net		7,533			23,522
Total Current Assets		43,449			29,093
Property & Equipment, Net		205,492			54,380
Other Asset		-			1,250
Total Assets	$	248,941		$	84,723
Liabilities and Members’ Equity (Deficit)
Current Liabilities
Accounts Payable	$	26,015		$	23,083
Loans Payable, current		21,774			31,468
Accrued Expenses		-			3,301
Total Current Liabilities		47,789			57,852
Loans Payable, net of current portion		80,882			35,097
Total Liabilities		128,671			92,949
Members’ Equity (Deficit)
Members’ equity (deficit)		(540,000	)		(518,595	)
Retained earnings		660,270			510,369
Total Members’ Equity (Deficit)		120,270			(8,226	)
Total Liabilities and Members’ Equity (Deficit)	$	248,941		$	84,723

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

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RFSpecialties, LLC

Statements of Operations

For the years ended December 31, 2022 and 2021

	2022			2021
Revenue	$	552,792		$	296,669
Cost of Revenue		226,120			149,130
Gross Profit		326,672			147,539
Operating Expenses
General & Administrative Expenses		160,675			105,037
Depreciation and Amortization Expense		20,643			16,209
Total Operating Expenses		181,318			121,246
Net Income (Loss) from Operations		145,354			26,293
Other Expenses (Income)
Interest Income		(2,751	)		-
Gain on Sale of Asset		(4,848	)		-
Interest Expense - Net		3,052			6,025
Total Other Expenses (Income)		(4,547	)		6,025
Net Income	$	149,901		$	20,268

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

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RFSpecialties, LLC

Statements of Members’ Equity (Deficit)

	Members’<br><br> <br>Equity			Retained		Total<br><br> <br>Members’<br><br> <br>Equity
	Amount			Earnings		(Deficit)
Balance, December 31, 2020	$	(494,012	)	$	490,101	$	(3,911	)
Distribution to Member(s)		(24,583	)		-		(24,583	)
Net Income		-			20,268		20,268
Balance, December 31, 2021		(518,595	)		510,369		(8,226	)
Distribution to Member(s)		(21,405	)		-		(21,405	)
Net Income		-			149,901		149,901
Balance, December 31, 2023	$	(540,000	)	$	660,270	$	120,270

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

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RFSpecialties, LLC

Statements of Cash Flows

For the years ended December 31, 2022 and 2021

	2022			2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income	$	149,901		$	20,268
Adjustments to reconcile net income to net cash provided by operating activities:
Gain on sale of assets		(4,848	)		-
Depreciation expense		20,643			16,210
Changes in operating assets and liabilities:
Accounts receivable		15,989			(5,999	)
Other assets		1,250			-
Accounts payable		2,932			(8,240	)
Accrued expenses		(3,301	)		3,301
CASH PROVIDED BY OPERATING ACTIVITIES		182,566			25,540
CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid for purchase of fixed assets		(108,424	)		(8,000	)
CASH USED IN INVESTING ACTIVITIES		(108,424	)		(8,000	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from loans payable		-			31,045
Payments on loans payable		(22,392	)		(28,199	)
Distribution to member(s)		(21,405	)		(24,583	)
CASH USED IN FINANCING ACTIVITIES		(43,797	)		(21,737	)
NET INCREASE (DECREASE) IN CASH		30,345			(4,197	)
CASH AT BEGINNING OF PERIOD		5,571			9,768
CASH AT END OF PERIOD	$	35,916		$	5,571
NON-CASH TRANSACTIONS
Vehicles acquired with loans payable	$	108,331		$	-
Loans payable settled with vehicle trade-in	$	45,000		$	-

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

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RFSpecialties, LLC

Notesto the Financial Statements

December31, 2022 and 2021

Note 1:	Summary of Significant Accounting Policies

CompanyOperations

RF Specialties, LLC 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 RF Specialties has successfully elevated a wide range of industries including structural engineering, food & beverage, and manufacturing.

Basisof Presentation

The accompanying audited financial statements for RF Specialties, LLC were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for financial information. In management’s opinion, the audited financial statements include all material adjustments, all of which are of a normal and recurring nature, necessary to present fairly the Company’s financial position as of December 31, 2022, and 2021.

GoingConcern

The Company’s financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has had minimal working capital since inception and expects to continue to have minimal working capital. The Company’s management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that may result from the outcome of this uncertainty.

RevenueRecognition

The Company provides products and services for automated Radio Frequency applications. The Company recognizes revenue by applying the following steps in accordance with Accounting Standards Codification (“ASC”) Topic 606 – Revenue from Contracts with Customers: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied.

Basisof Accounting and Use of Estimates

The accompanying financial statements have been prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United State of America (US GAAP).

The preparation of the financial statements in conformity with US GAAP requires management to make certain estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent asset and liabilities at the date of the financial statements. Actual results could differ from those estimates.

Cashand Cash Equivalents

All highly liquid temporary cash investments with original maturities of three months or less are considered to be cash equivalents.

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| --- | | Note 1: | Summary of Significant Accounting Policies (Continued) | | --- | --- |

The Company maintains its cash balances in financial institutions. The balances in the financial institutions are insured by the Federal Deposit Insurance Corporation up to $250,000. At times, the Company’s cash balances may be in excess of the insured limit.

OtherAssets

Prepaid expenses consist of deposits on rented or leased space. These amounts are recognized as an expense in the period the related service or benefit is received.

Propertyand Equipment

Property and equipment are recorded at cost. Depreciation of property and equipment is calculated on a straight-line basis over the estimated useful lives of the assets. Furniture and fixture assets are depreciated over seven years, vehicles are depreciated over five years, and computer and equipment are depreciated over three years. Expenditures for renewals and betterments that extend the useful lives of or improve existing property or equipment are capitalized. Expenditures for maintenance and repairs are expensed as incurred.

On September 19, 2022, the Company sold a 2020 Ford Expedition in conjunction with the acquisition of another vehicle. The Ford Expedition had a cost of $66,947 with a net book value of $40,152 on the date of the sale. The trade in resulted in a credit of $45,000 applied against the new vehicle purchase and a gain of $4,848 being recorded on the sale.

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.

The Company evaluated all rental agreements for the years ended December 31, 2022, and 2021 noting no ROU Assets or Liabilities existed for these years ended.

Impairmentof 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 years ended December 31, 2022, and 2021, no impairment expense was recognized.

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Note 1:	Summary of Significant Accounting Policies (Continued)

AccountsReceivable and the Allowances for Doubtful Accounts

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 doubtful accounts 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 $7,533 net of zero allowance for doubtful accounts as of December 31, 2022. The company had an accounts receivable balance of $23,522 net of zero allowance for doubtful accounts as of December 31, 2021.

Useof Estimates

The preparation of financial statements in accordance with GAAP requires 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 financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

FairValue Measurement

GAAP defines fair value, establishes a framework for measuring fair value, and requires certain disclosures about fair value measurements. GAAP permits an entity to choose to measure many financial instruments and certain other items at fair value and contains financial statement presentation and disclosure requirements for assets and liabilities for which the fair value option is elected. As of December 31, 2022 and 2021, management has not elected to report any of the Company’s assets or liabilities at fair value under the “fair value option” provided by GAAP.

The hierarchy of fair value valuation techniques under GAAP provides for three levels: Level 1 provides the most reliable measure of fair value, whereas Level 3, if applicable, generally would require significant management judgment. The three levels for categorizing assets and liabilities under GAAP’s fair value measurement requirements are as follows:

Level<br> 1:	Fair<br> value of the asset or liability is determined using cash or unadjusted quoted prices in active markets for identical assets or liabilities.
Level<br> 2:	Fair<br> value of the asset or liability is determined using inputs other than quoted prices that are observable for the applicable asset<br> or liability, either directly or indirectly, such as quoted prices for similar (as opposed to identical) assets or liabilities in<br> active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.
Level<br> 3:	Fair<br> value of the asset or liability is determined using unobservable inputs that are significant to the fair value measurement and reflect<br> management’s own assumptions regarding the applicable asset or liability.

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| --- | | Note 1: | Summary of Significant Accounting Policies (Continued) | | --- | --- |

None of the Company’s assets or liabilities were measured at fair value as of December 31, 2022, or 2021. However, GAAP requires the disclosure of fair value information about financial instruments that are not measured at fair value. Financial instruments consist principally of trade receivables, accounts payable, accrued liabilities, loans payable, and the secured credit facilities. The estimated fair value of trade receivables, accounts payable, and accrued liabilities approximate their carrying value due to the short period of time to their maturities. As of December 31, 2022, and 2021, the principal amounts of the Company’s loans payable approximate fair value.

RecentlyAdopted Accounting Pronouncements

In October 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, (“ASU 2021-08”) which requires an entity to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606, Revenue Recognition. This ASU is effective for annual and interim periods beginning after December 15, 2022. Early adoption is permitted. The Company early adopted ASU 2021-08 for the year ended December 31, 2021.

In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, (“ASU 2020-06”) which simplifies the accounting for convertible instruments by eliminating the beneficial conversion feature and cash conversion models. Certain convertible instruments will be accounted for as a single unit of account, unless the conversion feature requires bifurcation and recognition as a derivative. Additionally, this ASU simplifies the earnings per share calculation, by eliminating the treasury stock method and requiring entities to use the if-converted method. This guidance is effective for annual periods beginning after December 31, 2021 with early adoption permitted. The Company early adopted ASU 2020-06 for the year ended December 31, 2021.

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments—Credit Losses (Topic 326)” (“ASU 2016-13”). The standard introduces a new model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses and will apply to trade receivables. The new guidance will be effective for the Company’s annual and interim periods beginning after December 15, 2022. The Company is currently evaluating the impact of the adoption of the standard on the consolidated financial statements.

In February 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-02-Leases (Topic 842), which significantly amends the way companies are required to account for leases. Under the updated leasing guidance, some leases that did not have to be reported previously are now required to be presented as an asset and liability on the balance sheet. In addition, for certain leases, what was previously classified as an operating expense must now be allocated between amortization expense and interest expense. ASU 2016-02 is effective for the Company in the first quarter of its fiscal year ending December 31, 2019 using a modified retrospective approach with the option to elect certain practical expedients. The Company adopted ASU 2016-02 for the year ended December 31, 2021.

IncomeTaxes

The Company is a limited liability company recognized as a partnership for income tax purposes. Accordingly, federal income taxes on the net earnings of the Company are payable by the Member individually and no provision for federal income taxes is included in the accompanying financial statements.

The Company applies a more-likely-than-not recognition threshold for all tax uncertainties. Accordingly, only those tax benefits that have a greater than fifty percent likelihood of being sustained upon examination by the taxing authorities are recognized. The Company’s management has reviewed the Company’s tax positions and determined there were no significant outstanding or retroactive tax positions with less than a 50% likelihood of being sustained upon examination by the taxing authorities.

Based upon its evaluation, the Company has concluded that there are no significant uncertain tax positions requiring recognition in its financial statements. The Company’s evaluation was performed for the tax periods ended December 31, 2020, through December 31, 2022, for U.S. Federal and applicable state returns, the tax years which principally remain subject to examination by major tax jurisdictions as of December 31, 2022.

| 9 |

| --- | | Note 2: | Related Parties | | --- | --- |

The Company is 100% owned by the sole owner Keith Mort. During the years ended December 31, 2022, and 2021, distributions to the owner were $21,405 and $24,583, respectively.

Note 3:	Other Assets

Other Assets consists of a deposit on a 12-month rental agreement as of December 31, 2021. Other assets as of December 31, 2022, were zero.

Note 4:	Accounts Payable and Accrued Expenses

The Company’s accounts payable was $26,015 and $23,083 as of December 31, 2022 and 2021, respectively and consists of trade payables.

The Company’s accrued expenses was $0 and $3,301 as of December 31, 2022, and 2021, respectively and consists of accrued interest on loans payable.

Note 5:	Contingencies and Concentration of Risks

Contingencies

The Company is subject to various claims that arise in the normal course of business. In the opinion of management, the ultimate disposition of such claims will not have a material adverse effect on the financial position or results of operations of the Company.

Concentrationof risks

Four of the Company’s customers accounted for more than 10% of its revenues as of December 31, 2022, Customer A with 25%, Customer B with 24%, Customer C with 22% and Customer D with 18%. Two of the Company’s customers accounted for more than 10% of its revenues as of December 31, 2021, Customer A with 42% and Customer B with 15%.

Two of the Company’s customers accounted for more than 10% of its accounts receivable as of December 31, 2022, Customer A with 80% and Customer B with 20%. . Two of the Company’s customers accounted for more than 10% of its accounts receivable as of December 31, 2021, Customer A with 73% and Customer B with 22%.

Note 6:	Member’s Equity

The Company is 100% owned by the sole owner Keith Mort. During the years ended December 31, 2022, and 2021, distributions to the owner were $21,405 and $24,583, respectively.

| 10 |

| --- | | Note 7: | Loans Payable | | --- | --- |

Loans payable for the years ended December 31, 2022, and 2021 are listed in the table below:

Loans	Origination<br><br> <br>Date			12/31/21<br><br> <br>Balance		2022<br><br> <br>Borrowings		2022<br><br> <br>Repayments		12/31/22<br><br> <br>Balance
Loan Payable - Ally	3/12/2020	5.79	%		41,869		-		41,869		-
Loan Payable - Mercedes	9/19/2022	6.79	%		-		72,393		684		71,709
Loan Payable - Dodge	6/18/2022	0.00	%		-		35,938		4,991		30,947
Line of Credit - Wells Fargo	Various	11.25	%		24,696		-		24,696		-
Total				$	66,565	$	108,331	$	72,240	$	102,656

Interest expense of $3,052 was recorded in the year ended December 31, 2022. Accrued interest as of December 31, 2022, was $0.

During the year ended December 31, 2022, the Company acquired two vehicles through financing in the amount of $108,331. During the year ended December 31, 2022, the Company repaid various loan payables and a line of credit for a total amount of $30,372 in repayments.

Loans	Origination<br> <br>Date			12/31/20<br> <br>Balance			2021<br><br> <br>Repayments		12/31/21<br><br> <br>Balance
Loan Payable - Ally	3/12/2020	5.79	%		52,669	-		10,800		41,869
Line of Credit - Wells<br> Fargo	Various	11.25	%		11,050	31,045		17,399		24,696
Total				$	63,719	31,045	$	28,199	$	66,565

Interest expense of $6,025 was recorded in the year ended December 31, 2021. Accrued interest as of December 31, 2021, was $3,301.

During the year ended December 31, 2021, the Company borrowed $31,045 under a line of credit. During the year ended December 31, 2021, the Company repaid various loan payables and a line of credit for a total amount of $28,199 in repayments.

| 11 |

| --- | | Note 7: | Loans Payable (continued) | | --- | --- |

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

Year Ending
December 31,
2023	$	21,774
2024		22,460
2025		19,201
2026		12,000
2027 and Thereafter		27,221
	$	102,656
Note 8:	Property and Equipment
---	---

Property and equipment consisted of the following as of December 31:

	2022			2021
Furniture & fixtures	$	2,101		$	2,100
Equipment		24,505			9,699
Vehicles		196,870			66,947
Computer equipment		5,778			5,778
Less accumulated depreciation		(23,762	)		(30,144	)
Total property and equipment, net	$	205,492		$	54,380

Purchases of property and equipment totaled $108,424 and $8,000 for the years ended December 31, 2022, and 2021, respectively, with $108,331 of the 2022 additions being financed. Depreciation expense totaled $20,643 and $16,210 for the years ended December 31, 2022, and 2021, respectively.

A gain of $4,848 was recorded in the year ended December 31, 2022, for the September 19, 2022, sale of a 2020 Ford Expedition in conjunction with the acquisition of another vehicle. The Ford Expedition had a cost of $66,947 with a net book value of $40,152 on the date of the sale. The trade-in resulted in a credit of $45,000 applied against the new vehicle purchase and a gain of $4,848 being recorded on the sale.

Note 9:	Interest Income

The Company recorded $2,751 of interest income during the year ended December 31, 2022, for late fees charged to customers on invoices.

Note 10:	Subsequent Events

In preparing these financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through May 24, 2024, the date these financial statements were available to be issued. Other than those disclosed below, Management was not aware of any subsequent events requiring additional accrual or disclosure in the accompanying financial statements.

On January 19, 2023, the Company entered into an Exchange Agreement (the “Exchange Agreement”), by and between the Company, MDwerks, Inc. (“MDwerks”) and Keith A. Mort as the sole member of the Company. Pursuant to the terms of the Exchange Agreement, MDwerks agreed to acquire from Mr. Mort, and Mr. Mort agreed to sell to MDwerks, 100% of the equity interests and membership interests of the Company, in exchange for the issuance by MDwerks to Mr. Mort of 7,500,000 shares of MDwerk’s common stock, par value $0.001 per share (the “Exchange”). The transaction closed on December 27, 2023. Immediately following the Exchange, RFS became a wholly owned subsidiary of MDwerks.

| 12 |

| --- |

Exhibit99.3

RFSpecialties, LLC

UnauditedFinancial Statements

September30, 2023

Tableof Contents

Unaudited Balance Sheets	1
Unaudited Statements of Operations	2
Unaudited Statements of Changes in Members’ Equity (Deficit)	3
Unaudited Statement of Cash Flows	4
Notes to the Unaudited Financial Statements	5

RFSpecialties, LLC

BalanceSheets

(Unaudited)

	September 30, 2023			December 31, 2022
ASSETS
Current assets:
Cash	$	97,894		$	35,916
Accounts Receivable, Net		78,443			7,533
Total current assets		176,337			43,449
Property & Equipment, Net		188,112			205,492
Other Assets		16,010			-
Right-of-use Asset		820,192			-
Total assets		1,200,651		$	248,941
LIABILITIES AND MEMBERS’ EQUITY(DEFICIT)
Current liabilities:
Accounts Payable	$	-		$	26,015
Loan Payable, current		22,342			21,774
Accrued Expenses		82,836			-
Right-of-use Liability, current portion		93,931			-
Total current liabilities		99,109			47,789
Loan Payable, net of current portion		63,214			80,882
Right-of-use Liability, net of current portion		726,262			-
Total liabilities		988,584			128,671
Members’ Equity (Deficit):
Members’ equity (deficit):		(587,805	)		(540,000	)
Retained Earnings		799,872			600,270
Total Members’ Equity (Deficit)		212,067			120,270
Total liabilities and Members’ Equity (Deficit)	$	1,200,651		$	248,941

See the accompanying notes to these unaudited financial statements.

| 1 |

| --- |

RFSpecialties, LLC

StatementsOf Operations

ForThe Nine Months Ended September 30, 2023 and 2022

(Unaudited)

	September 30, 2023		September 30, 2022
Revenue	$	512,502	$	463,171
Cost of Revenues		149,325		172,244
		363,177		290,927
OPERATING EXPENSES:
General & Administrative Expense		182,456		110,575
Depreciation & Amortization Expense		35,246		18,813
Total operating expenses		217,702		129,388
Net Income from operations		145,475		161,539
OTHER (INCOME) EXPENSES:
Gain on Sale of Assets		-		(4,848	)
Interest Expense - Net		5,873		2,684
Total other (income) expense		5,873		(2,164	)
NET INCOME	$	139,602	$	163,703

See the accompanying notes to these unaudited financial statements.

| 2 |

| --- |

RFSpecialties, LLC

StatementsOf Members’ Equity (Deficit)

ForThe Nine Months Ended September 30, 2023 and 2022

(Unaudited)

	Members’ <br>Equity			Retained		Total <br>Members’<br> Equity
	Amount			Earnings		(Deficit)
Balance, December 31, 2021	$	(518,595	)	$	510,369	$	(8,226	)
Distribution to Member(s)		(16,944	)		-		(16,944	)
Net Income		-			163,703		163,703
Balance,September 30, 2022	$	(535,539	)	$	674,072	$	138,533
Balance, December 31, 2022	$	(540,000	)	$	660,270	$	120,270
Distribution to Member(s)		(47,805	)		-		(47,805	)
Net Income		-			139,602		139,602
Balance, September 30, 2023	$	(587,805	)	$	799,872	$	212,067

See the accompanying notes to these unaudited financial statements.

| 3 |

| --- |

RFSpecialties, LLC

Statementsof Cash Flows

ForThe Nine Months Ended September 30, 2023 and 2022

(Unaudited)

	September 30, 2023			September 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income	$	139,602		$	163,703
Adjustments to reconcile net income to net cash provided by operating activities:
Gain on Sale of Assets		-			(4,848	)
Depreciation Expense		35,246			18,813
Changes in operating assets and liabilities:
Accounts Receivable		(70,910	)		5,049
Other Assets		(16,010	)		1,250
Accounts Payable		(26,015	)		(23,083	)
Accrued Expenses		82,836			64,495
Net cash used in operating activities		144,749			225,379
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment		(17,866	)		(113,841	)
Net cash provided by (used in) investing activities		(17,866	)		(113,841	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on loans payable		(17,100	)		(19,145	)
Distributions to Member (s)		(47,805	)		(16,944	)
Net cash provided by financing activities		(64,905	)		(36,089	)
Net change in cash		61,978			75,449
Cash at beginning of period		35,916			5,571
Cash at end of period	$	97,894		$	81,020
Supplemental disclosure of cash flow information:
Cash paid for interest		-			-
Cash paid for taxes		-			-
Supplemental disclosure of cash flow from financing activities:
Vehicles purchased through loans payable	$	-		$	108,331
Initial recognition of ASC 842	$	842,455		$	-
Loans payable settled with vehicle trade-in	$	-		$	45,000

See the accompanying notes to these unaudited financial statements.

| 4 |

| --- |

RFSpecialties, LLC

Notesto the Financial Statements

(Unaudited)

Note 1:	Organization, Nature of Operations and Summary of Significant Accounting Policies

CompanyOperations

Basisof Presentation

The accompanying interim 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 audited financial statements and notes thereto for the year ended December 31, 2022. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been omitted from this report.

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 financial statements include all adjustments necessary to present fairly our interim financial statements as of September 30, 2023, and for the nine months ended September 30, 2023, and 2022. These adjustments are of a normal recurring nature and consistent with the adjustments recorded to prepare the annual audited financial statements as of December 31, 2022.

GoingConcern

The Company’s interim financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has had minimal working capital since inception and expects to continue to have minimal working capital. The Company’s management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that may result from the outcome of this uncertainty.

AccountsReceivable and the Allowances for Doubtful Accounts

The Company maintains an allowance for doubtful accounts 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 $78,443 and $7,533 net of zero allowance for doubtful accounts as of September 30, 2023, and December 31, 2022.

| 5 |

| --- |

RecentlyAdopted Accounting Pronouncements

Note2:	Related Parties

The Company is 100% owned by the sole owner Keith Mort. During the year ended December 31, 2022, distributions to the owner were $21,405. During the periods ended September 30, 2023, and 2022, distributions to the owner were $47,805 and $16,944, respectively.

Note 3:	Other Assets

Other assets as of September 30, 2023 consist of a utility deposit and rent deposit for lease in 2023. Balances as of September 30, 2023, and December 31, 2022, were $16,010 and $0, respectively.

Note 4:	Accounts Payable and Accrued Expenses

The Company’s accounts payable were $0 and $26,015 as of September 30, 2023, and December 31, 2022, respectively and consists of trade payables.

The Company’s accrued expenses were $82,836 and $0 as of September 30, 2023, and December 31, 2022, respectively and consists of credit cards, rent and payroll liabilities.

Note 5	Contingencies and Concentration of Risks

Contingencies

Concentrationof risks

Four of the Company’s customers accounted for more than 10% of its revenues as of December 31, 2022, Customer A with 25%, Customer B with 24%, Customer C with 22% and Customer D with 18%.

Two of the Company’s customers accounted for more than 10% of its accounts receivable as of September 30, 2023, Customer A with 84% and Customer B with 12%.

Note 6:	Member’s Equity (Deficit)

The Company is 100% owned by the sole owner Keith Mort. During the year ended December 31, 2022, distributions to the owner were $21,405. During the periods ended September 30, 2023 and 2022, distributions to the owner were $47,805 and $16,944, respectively.

| 6 |

| --- |

Note 7:	Loans Payable

Loans payable for the nine months ended September 30, 2023, are listed in the table below:

Loans	Origination<br><br> Date			12/31/22<br><br> Balance		2023<br><br> Repayments		9/30/2023<br><br> Balance
Loan Payable - Mercedes	9/19/2022	6.79	%		71,709		8,115		63,594
Loan Payable - Dodge	6/18/2022	0.00	%		30,947		8,985		21,962
Line of Credit - Wells Fargo	Various	11.25	%		-		-		-
Total				$	102,656	$	17,100	$	85,556

Interest expense of $5,875 and $1,891 was recorded in the periods ended September 30, 2023, and 2022, respectively. Accrued interest as of September 30, 2023, and December 31, 2022, was zero.

Loans payable for the year ended December 31, 2022, are listed in the table below:

Loans	Origination<br><br> Date			12/31/21<br><br> Balance		2022<br><br> Borrowings		2022<br><br> Repayments		12/31/22<br><br> Balance
Loan Payable - Ally	3/12/2020	5.79	%		41,869		-		41,869		-
Loan Payable - Mercedes	9/19/2022	6.79	%		-		72,393		684		71,709
Loan Payable - Dodge	6/18/2022	0.00	%		-		35,938		4,991		30,947
Line of Credit - Wells Fargo	Various	11.25	%		24,696		-		24,696		-
Total				$	66,565	$	108,331	$	72,240	$	102,656

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

Year Ending
September 30,
2024	$	22,460
2025		19,201
2026		12,000
2027 and Thereafter		31,895
	$	85,556

| 7 |

| --- |

Note 8:	Property and Equipment

Property and equipment consisted of the following as of September 30, 2023, and December 31, 2022:

	2023			2022
Furniture & fixtures	$	3,299		$	2,101
Equipment		24,505			24,505
Building		10,919			-
Vehicles		196,870			196,870
Office & Computer equipment		11,527			5,778
Less accumulated depreciation		(59,008	)		(23,762	)
Total property and equipment, net	$	188,112		$	205,492

Purchases of property and equipment totaled $17,866 and $113,856 for the nine months ended September 30, 2023, and 2022, respectively, with $108,331 of the 2022 additions being financed.

A gain of $4,848 was recorded in the period ended September 30, 2022, for the September 19, 2022, sale of a 2020 Ford Expedition in conjunction with the acquisition of another vehicle. The Ford Expedition had a cost of $66,947 with a net book value of $40,152 on the date of the sale. The trade-in resulted in a credit of $45,000 applied against the new vehicle purchase and a gain of $4,848 being recorded on the sale.

Note 9:	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. 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, 2023, and December 31, 2022, the amount of right-of-use assets and lease liabilities were $820,192 and $0, respectively. Aggregate lease expense for the nine months ended September 30, 2023, and 2022 were $22,263 and $0, respectively.

				Remaining
	Operating			Term in
	Lease			Years
2024		160,200
2025		160,200
2026		160,200
2027		160,200
2028		160,200
2029		160,200
2030		120,150
Total lease payments		1,081,350
Less: imputed interest		(261,158	)
Present value of lease liability		820,192			6.67
Note 10:	Interest Income
---	---

The Company recorded nominal interest income during the nine months ended September 30, 2022, for late fees charged to customers on invoices.

Note 11:	Subsequent Events

| 8 |

| --- |

E****xhibit99.4

UNAUDITEDPRO FORMA COMBINED FINANCIAL STATEMENTS

The following unaudited pro forma combined financial data are presented to illustrate the effect of the following acquisitions (“the Acquisitions”):

1.	On<br> February 13, 2023, MDwerks, Inc. (the “Company”) entered into a Merger Agreement (the “Merger Agreement”),<br> by and between the Company, MD-TT Merger Sub, Inc., a wholly owned subsidiary of the Company (“Merger Sub”) and Two Trees<br> Beverage Co. (“Two Trees”). The Merger Agreement was amended on February 16, 2023, September 11, 2023, and December 7,<br> 2023. The Company, Merger Sub and Two Trees may be referred to herein collectively as the “Parties” and separately as<br> a “Party.” The Merger closed on December 8, 2023. In consideration of the Merger Agreement, at the effective time of<br> the Merger, each of the holders of Two Trees stock, subject to certain exceptions set forth in the Merger Agreement, shall have the<br> right to convert all of the shares of Two Trees stock into a total of 60,000,000 shares of Company common stock, which shall be apportioned<br> between the Two Trees stockholders, pro rata, based on the number of shares of Two Trees stock held by each of the Two Trees stockholders<br> as of the closing of the Merger (the “Merger Consideration”), and
2.	On<br> January 19, 2023, MDwerks, Inc. (the “Company”) entered into an Exchange Agreement (the “Exchange Agreement”),<br> dated as of January 19, 2023, by and between the Company, RF Specialties LLC (“RFS”) and Keith A. Mort as the sole member<br> of RFS. Pursuant to the terms of the Exchange Agreement, the Company agreed to acquire from Mr. Mort, and Mr. Mort agreed to sell<br> to the Company, 100% of the equity interests and membership interests of RFS, in exchange for the issuance by the Company to Mr.<br> Mort of 7,500,000 shares of the Company’s common stock (the “Exchange”). Immediately following the Exchange, RFS<br> will be a wholly owned subsidiary of the Company. The Exchange closed on December 27, 2023.

On February 13, 2023, MDwerks, Inc. (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”). The Merger Agreement was amended on February 16, 2023, September 11, 2023, and December 7, 2023. The Company, Merger Sub and Two Trees may be referred to herein collectively as the “Parties” and separately as a “Party.” The Merger closed on December 8, 2023. In consideration of the Merger Agreement, at the effective time of the Merger, each of the holders of Two Trees stock, subject to certain exceptions set forth in the Merger Agreement, shall have the right to convert all of the shares of Two Trees stock into a total of 60,000,000 shares of Company common stock, which shall be apportioned between the Two Trees stockholders, pro rata, based on the number of shares of Two Trees stock held by each of the Two Trees stockholders as of the closing of the Merger (the “Merger Consideration”), and

On January 19, 2023, MDwerks, Inc. (the “Company”) entered into an Exchange Agreement (the “Exchange Agreement”), dated as of January 19, 2023, by and between the Company, RF Specialties LLC (“RFS”) and Keith A. Mort as the sole member of RFS. Pursuant to the terms of the Exchange Agreement, the Company agreed to acquire from Mr. Mort, and Mr. Mort agreed to sell to the Company, 100% of the equity interests and membership interests of RFS, in exchange for the issuance by the Company to Mr. Mort of 7,500,000 shares of the Company’s common stock (the “Exchange”). Immediately following the Exchange, RFS will be a wholly owned subsidiary of the Company. The Exchange closed on December 27, 2023.

Collectively, the acquired companies of Two Trees and RFS will be referred to as the “Acquired Businesses.”

The following unaudited pro forma combined balance sheet data as of September 30, 2023, is presented as if the Merger had occurred on September 30, 2023. The following unaudited pro forma combined statements of operations data for the nine months ended September 30, 2023, and the year ended December 31, 2022, is presented as if the Merger occurred on January 1, 2022.

Thepro forma adjustments are based upon available information and certain assumptions that the Company believes are reasonable under thecircumstances; however, the actual results could differ. The pro forma adjustments are directly attributable to the Merger and are expectedto have a continuing impact on the results of operations of the Company. Management believes that all adjustments necessary to presentfairly the unaudited pro forma combined financial statements have been made. The unaudited pro forma combined financial statements arepresented for informational purposes only and are not necessarily indicative of the results of operations that would have resulted hadthe Merger been consummated on the dates indicated and should not be construed as being representative of the Company’s futureresults of operations or financial position.

The acquired assets, liabilities and results of operations presented herein were derived from the audited financial statements of the Acquired Businesses for the year ended December 31, 2022 and the unaudited interim financial statements for the nine months ended September 30, 2023 (collectively, the “Financial Statements”).

The unaudited pro forma combined financial statements included herein constitute forward-looking information and are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated. See the sections titled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Information” in the Initial Registration Statement and the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, as filed with the Commission.

MDwerks,Inc.

UNAUDITEDPRO FORMA COMBINED BALANCE SHEET

ASOF SEPTEMBER 30, 2023

			Historical <br>MDwerks, Inc.			Two Trees<br><br> Acquisition<br><br> Pro Forma			Historical <br>RF Specialties<br><br> LLC			RF Specialties<br><br> Pro Forma			Combined<br><br> Pro Forma
			September 30, <br>2023			Adjustments <br>(See Notes)			September 30, <br>2023			Adjustments <br>(See Notes)			September 30, <br>2023
ASSETS
Current Assets
Cash	30,064		$	166,048		$	-		$	97,894			-		$	294,006
Accounts receivable, net	81,246			-			-			78,443			-			159,689
Loans receivable	-			75,000			(75,000	)(a)		-			-			-
Inventory	207,134			-			-			-			-			207,134
Prepaid expenses	11,170			-			-			-			-			11,170
Total current assets	329,614			241,048			(75,000	)		176,337						671,999
Non-current Assets
Right-of-use asset	337,155			-			-			820,192			-			1,157,347
Intangible Assets, net	-			18,864			-			-			-			18,864
Property & Equipment, net	180,379			61,856			-			188,112			-			430,347
Other Assets, net	-			-			-			16,010			-			16,010
Note receivable				95,000						-			-			95,000
Goodwill	-						604,652	(b)					12,933	(e)		617,585
TOTAL ASSETS	847,148		$	416,768		$	529,652		$	1,200,651		$	12,933		$	3,007,152
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable & accrued expenses	328,060		$	6,640		$	-		$	-		$	-		$	334,700
Advances payable	-			203,504			-			-			-			203,504
Notes Payable, current	21,584			-			-			22,342			-			43,926
Loan Payable – Related Party	75,000			-			(75,000	)(a)		-			-			-
Deferred Revenue	44,759			-						-			-			44,759
Accrued expenses	57,768			-						82,836			-			140,604
Right-of-use liability, current portion	119,549			-						93,931			-			213,480
Total current liabilities	646,720			210,144			(75,000	)		199,109			-			980,973
Long-term loans payable										63,214			-			63,214
Right-of-use Liability, net of current portion	220,081									726,262			-			946,343
Total liabilities	866,801			210,144			(75,000	)		988,584			-			1,990,529
Mezzanine
Preferred stock, par value 0.0001; 2,045,940 shares authorized of which 2,045,940 shares are issued and outstanding as of September 30, 2023	3,325,099						(3,325,099	)(c)								-
Members’ Equity (Deficit)
Members’ equity (deficit)										(587,805	)		587,805	(f))
Stockholders’ Equity (Deficit)
Preferred stock, par value .0001; 10,000,000 shares authorized, of which 8,957,500 are issued and outstanding as of September 30, 2023				8,958						-						8,958
Common stock, par value 0.0001; 9,999,605 shares authorized of which 9,999,605 shares are issued and outstanding as of September 30, 2023	1,000						(1,000	)(c)		-						-
Common stock, par value .0001, 300,000,000 shares authorized, of which 122,260,208 shares issued and outstanding as of September 30, 2023				127,492			60,000	(d)		-			7,500	(g)		194,992
Additional paid-in capital	3,762,385			593,602			(3,237,385	)(c),(d)		-			217,500	(g)		1,336,101
Accumulated deficit	(7,108,137	)		(523,428	)		7,108,137	(c)		799,872			(799,872	)(f)		(523,428	)
Total stockholders’ equity (deficit)	(3,344,752	)		206,624			3,929,751			212,067			12,933			1,016,623
TOTAL LIABILITIES, MEZZANINE, MEMBERS’ AND STOCKHOLDERS’ EQUITY (DEFICIT)	847,148		$	416,768		$	529,652		$	1,200,651		$	12,933		$	3,007,152

All values are in US Dollars.

See the accompanying notes to these unaudited proforma consolidated financial statements.

MDwerks,Inc.

UNAUDITEDPRO FORMA COMBINED STATEMENT OF OPERATIONS

FORTHE NINE MONTHS ENDED SEPTEMBER 30, 2023

	Consolidated<br> <br>Historical Two<br> <br>Trees Beverage<br> <br>Company<br> <br>September 30,<br> <br>2023			Historical<br> <br>MDwerks, Inc.<br> <br>September 30,<br> <br>2023			Historical<br> <br>RF Specialties LLC.<br> <br>September 30,<br> <br>2023			Pro Forma<br> <br>Adjustments		Combined Pro<br> <br>Forma<br> <br>September 30,<br> <br>2023
Total Income	$	1,251,408		$	-		$	512,502		$	-	$	1,763,910
Cost of Goods Sold		751,789			-			149,325			-		901,114
Gross profit		499,619			-			363,177			-		862,796
Operating expenses:
General & Administrative Expense		1,002,082			234,659			182,456			-		1,419,197
Salary and Wages		431,653			-			-			-		431,653
Depreciation & Amortization Expense		44,607			-			35,246			-		79,853
Total operating expenses		1,478,342			234,659			217,702			-		1,930,703
Income (loss) from operations		(978,723	)		(234,659	)		145,475			-		(1,067,907	)
Other income (expense):
Other Income		959			-			-			-		959
Interest Expense – Net		(605	)		(9,908	)		(5,873	)		-		(16,386	)
Gain on Sale of Asset		-			168,855			-			-		168,855
Total other income (expense)		354			158,947			(5,873	)		-		153,428
Income (loss) before income taxes		(978,369	)		(75,712	)		139,602			-		(914,479	)
Income tax benefit		-			-			-			-		-
Net income (loss)	$	(978,369	)	$	(75,712	)	$	139,602		$	-		(914,479	)
													-
Income (loss) per common share
Basic				$	(0.00	)	$	(0.00	)			$	(0.00	)
Shares used in computing earnings/(loss) per common share
Basic		-			124,077,691			-			67,500,000		191,577,691

See the accompanying notes to these unaudited proforma consolidated financial statements.

MDwerks,Inc.

UNAUDITEDPRO FORMA COMBINED STATEMENT OF OPERATIONS

FORTHE YEAR ENDED DECEMBER 31, 2022

	Historical<br> <br>Two Trees<br> <br>Beverage Company<br> <br>December 31,<br> <br>2022		Historical<br> <br>MDwerks, Inc.<br> <br>December 31,<br> <br>2022			Historical<br> <br>RF Specialties LLC.<br> <br>December 31,<br> <br>2022			Pro Forma<br> <br>Adjustments		CombinedPro Forma<br> <br>December 31,<br> <br>2022
Total Income	$	2,602,058	$	-		$	552,792		$	-	$	3,154,850
Cost of Goods Sold		1,489,036		-			226,120			-		1,715,156
Gross profit		1,113,022		-			326,672			-		1,439,694
Operating expenses:
Selling, general and administrative expenses		2,288,731		153,713			160,675			-		2,602,939
Salaries and Wages		1,148,364		-			-			-		1,148,364
Depreciation and Amortization		108,439		-			20,643			-		129,082
Total operating expenses		3,545,534		153,713			181,318			-		3,880,385
Income (loss) from operations		(2,432,332		(153,713	)		145,354			-		(2,440,691	)
Other (income) expense:
Gain on Sale of Assets		-		-			(4,848	)		-		(4,848	)
Interest Income		-		-			(2,751	)		-		(2,751	)
Interest Expense		10,996		-			3,052			-		14,048
Total other (income) expense		10,996		-			(4,547	)		-		6,449
Income (loss) before income taxes		(2,443,508		(153,713	)		149,901			-		(2,440,691	)
Income tax benefit		-										-
Net income (loss)		(2, 423,508)	$	(153,713	)	$	149,901		$	-	$	(2,447,140	)
Income (loss) per common share
Basic			$	(0.01	)						$	(0.03	)
Shares used in computing earnings/(loss) per common share
Basic				24,565,003						67,500,000		95,065,003

All values are in US Dollars.

See the accompanying notes to these unaudited proforma consolidated financial statements.

MDwerks,Inc.

NOTESTO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

1.	DESCRIPTION OF TRANSACTIONS

TwoTrees Merger Agreement

On February 13, 2023, MDwerks, Inc. (the “Company”) entered into a Merger Agreement (the “Merger Agreement”), dated as of February 13, 2023, by and between the Company, MD-TT Merger Sub, Inc., a wholly owned subsidiary of the Company (“Merger Sub”) and Two Trees Beverage Co. (“Two Trees”). The Company, Merger Sub and Two Trees may be referred to herein collectively as the “Parties” and separately as a “Party.”

The Merger Agreement provides that, subject to the terms and conditions set forth in the Merger Agreement, the Parties wish to effect a business combination through a merger of Merger Sub with and into Two Trees (the “Merger”), subject to the terms and conditions set forth in the Merger Agreement, with Two Trees continuing as the surviving corporation (“Surviving Corporation”). As a result of the Merger, the certificate of incorporation of Two Trees as in effect immediately prior to the closing date will be the certificate of incorporation of the Surviving Corporation, and the bylaws of Two Trees as in effect immediately prior to the closing date will be the bylaws of the Surviving Corporation.

Pursuant to the terms of the Merger Agreement, at the closing of the Merger, the Company’s Board of Directors (the “Company Board”) will be expanded and a number of persons as named by Two Trees will be named to the Company Board such that such persons comprise a majority of the Company Board, and the Company Board as such newly constituted will name or replace any officers of the Company as it may determine. In addition, at the closing of the Merger, the directors and officers of Two Trees as in place immediately prior to the closing will remain in place as the directors and officers of the Surviving Corporation.

The transaction closed on December 8, 2023 and will be accounted for as a business combination under ASC 805.

RFSpecialties Exchange Agreement

As disclosed in the Current Report on Form 8-K filed with the United States Securities and Exchange Commission (the “SEC”) by MDwerks, Inc. (the “Company”) on January 25, 2023, the Company entered into an Exchange Agreement dated as of January 19, 2023 (the “Exchange Agreement”) with Keith A. Mort, the sole member of RF Specialties LLC (“RFS”) as amended on December 20, 2023 (the “Exchange”). 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 Shares”).

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 and the number of shares of the Company’s Common Stock outstanding is 198,391,536.

The transaction closed on December 27, 2023, and will be accounted for as a business combination under ASC 805.

2.	BASIS OF PRESENTATION

The accompanying unaudited pro forma combined financial statements are based on the Company’s, and the Acquired Businesses’ historical financial as adjusted to give effect to the pro forma adjustments necessary to reflect the Merger and the Company’s new equity issuance to finance the acquisition. The unaudited pro forma combined statement of operations for the nine months ended September 30, 2023, and the year ended December 31, 2022, gives effect to the Acquired Businesses as if it had occurred on January 1, 2022, respectively and the pro forma combined balance sheet as of September 30, 2023, gives effect to the Merger as if it had occurred on September 30, 2023.

3.	PRELIMINARY PURCHASE PRICE ALLOCATIONS

The preliminary purchase prices for the Acquired Businesses have been allocated to the assets acquired and liabilities assumed for purposes of this pro forma financial information based on their estimated relative fair values. The purchase price allocations herein are preliminary. The final purchase price allocations for the Acquired Businesses will be determined after completion of a thorough analysis to determine the fair value of all assets acquired and liabilities assumed but in no event later than one year following completion of the Merger. Accordingly, the final merger accounting adjustments could differ materially from the accounting adjustments included in the pro forma financial statements presented herein. Any increase or decrease in the fair value of the assets acquired and liabilities assumed, as compared to the information shown herein, could also change the portion of purchase price allocable to goodwill and could impact the operating results of the Company following the merger due to differences in purchase price allocation, depreciation and amortization related to some of these assets and liabilities.

TwoTrees Preliminary Purchase Price Allocation

The merger with Two Trees is being accounted for as a business combination under Financial Accounting Standards Board Accounting Standards Codification (ASC) 805. The following information summarizes the provisional purchase consideration and preliminary allocation of the fair values assigned to the assets at the purchase date:

Preliminary Purchase Price:
60,000,000 common share @ $0.01 per share	$	660,000
Total preliminary purchase consideration	$	660,000
Preliminary Purchase Price Allocation
Cash	$	30,064
Accounts receivable		81,246
Inventory		207,134
Prepaid expenses		11,170
Other assets		337,155
Fixtures and equipment		180,379
Liabilities assumed		(866,801	)
Goodwill		604,652
Net assets acquired	$	660,000

RFSpecialties LLC Preliminary Purchase Price Allocation

Preliminary Purchase Price:
7,500,000 common share @ $0.03 per share based on closing price of the Company’s common stock at December 27, 2023	$	225,000
Total preliminary purchase consideration	$	225,000
Preliminary Purchase Price Allocation
Cash	$	97,894
Accounts receivable		78,443
Other assets		16,010
Fixtures and equipment		188,112
Right of use assets		820,192
Liabilities assumed		(988,584	)
Goodwill		12,933
Net assets acquired	$	225,000

Proformaadjustments

(a)	To<br> eliminate working capital balance between Two Trees and the Company.
(b)	To<br> recognize the preliminary purchase price acquisition of Two Trees acquisition.
(c)	To<br> eliminate historical equity accounts of Two Trees.
(d)	To<br> recognize the estimated fair value of common shares issued in the Merger based on the closing price of the Company’s common<br> stock on December 8, 2023.
(e)	To<br> recognize preliminary price acquisition of the RF Specialties acquisition.
(f)	To<br> recognize the estimated fair value of common shares issued in the Exchange based on the closing price of the Company’s common<br> stock on December 27, 2023.