10-K - MDWK - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

for the fiscal year ended December 31, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transaction period from ___________ to __________

### CommissionFile No. 000-56299

MDwerks,Inc.

(Exact name of registrant as specified in its charter)

Delaware	33-1095411
(State<br>or other jurisdiction of <br><br>incorporation or organization)	(I.R.S.<br> Employer<br><br> <br>Identification<br>No.)

411Walnut Street, Suite 20125

GreenCove Springs, FL 32043

(Address of principal executive offices, Zip Code)

Registrant’s telephone number, including area code: (252) 501-0019

Securities

registered pursuant to Section 12(b) of the Exchange Act:

Title<br> of each class	Trading<br> Symbol(s)	Name<br> of each exchange on which registered
N/A	N/A	N/A

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large<br> accelerated filer ☐	Accelerated<br> filer ☐
Non-accelerated<br> filer ☒	Smaller<br> reporting company ☒
	Emerging<br> growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

The

aggregate market value of the voting stock and non-voting common equity held by non-affiliates of the registrant, based upon the closing sale price of the registrant’s common stock on March 18, 2025 was approximately $32,468,623.

As

of March 18, 2025 the Company has 215,247,730 shares of common stock issued and outstanding.

DOCUMENTS

INCORPORATED BY REFERENCE

None.

MDwerks,

Inc.

TABLE

OF CONTENTS

PART I		4
ITEM 1.	BUSINESS	4
ITEM 1A.	RISK FACTORS	8
ITEM 1B.	UNRESOLVED STAFF COMMENTS	16
ITEM 1C.	CYBERSECURITY	16
ITEM 2.	PROPERTIES	17
ITEM 3.	LEGAL PROCEEDINGS	17
ITEM 4.	MINE SAFETY DISCLOSURES	17
PART II		17
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	17
ITEM 6.	RESERVED	18
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	18
ITEM<br> 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	22
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	23
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	24
ITEM<br>9A.	CONTROLS AND PROCEDURES	24
ITEM 9B.	OTHER INFORMATION	25
ITEM 9C.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	25
PART III		26
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	26
ITEM 11.	EXECUTIVE COMPENSATION	30
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	35
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	36
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	36
PART IV		37
ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	37
ITEM 16.	FORM 10-K SUMMARY	37
SIGNATURES		38

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Forward-Looking

Statements

Variousstatements contained in this report constitute “forward-looking statements” within the meaning of the federal securitieslaws. Forward-looking statements are based on current expectations and are indicated by words or phrases such as “believe,”“expect,” “may,” “will,” “should,” “seek,” “plan,” “intend”or “anticipate” or the negative thereof or comparable terminology, or by discussion of strategy. Forward-looking statementsrepresent as of the date of this report our judgment relating to, among other things, future results of operations, growth plans, sales,capital requirements and general industry and business conditions applicable to us. Such forward-looking statements are based largelyon our current expectations and are inherently subject to risks and uncertainties. Our actual results could differ materially from thosethat are anticipated or projected as a result of certain risks and uncertainties, including, but not limited to, a number of factors,such as: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and theother risks and uncertainties that are set forth in our filings with the Securities and Exchange Commission (the “SEC”),including in Item 1A, “Risk Factors.”

Thesefactors are not necessarily all of the important factors that could cause actual results to differ materially from those expressed inany of our forward-looking statements. Other unknown or unpredictable factors could also have material adverse effects on future results.Except as otherwise required to be disclosed in periodic reports required to be filed by public companies with the SEC pursuant to theSEC’s rules, we have no duty to update these statements, and we undertake no obligation to publicly update or revise any forward-lookingstatements, whether as a result of new information, future events or otherwise. In light of these risks and uncertainties, we cannotassure you that the forward-looking information contained in this report will in fact transpire.

Asused in this Annual Report on Form 10-K, unless the context requires or is otherwise indicated, the terms “we,” “us,”“our,” the “Registrant,” the “Company,” “our company” and similar expressions means MDwerks,Inc.

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PART

ITEM

BUSINESS

BusinessOverview

MDwerks, Inc. (the “Company,” “MDwerks,” “we,” “us,” or “our”), a Delaware corporation, was focused on effecting a “reverse merger,” capital exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more unrelated businesses (a “Business Combination”) that would benefit from the Company’s public reporting status. In December 2023, the Company completed the acquisition of two businesses as outlined below.

We are a technology company pioneering the development of innovative energy wave solutions for industrial and other commercial enterprises. Our expertise in radio wave technologies and microwave technologies has led to multiple breakthroughs with applications both industrial and commercial. Our patented energy wave technology introduces a revolutionary approach to industrial processes by specific molecular targeting, which can be applied at precise and multiple locations in a system in ways that conventional single point heat sources cannot, resulting in improved efficiency, higher quality, and reduced processing time.

Our wholly-owned subsidiary, Two Trees Beverage Company, utilizes our Spirits Rapid Aging System, validating the use of our patented energy wave technology within the premium craft spirits industry. Our proprietary and patented molecular targeting system swiftly and sustainably transforms distillate to maturity, delivering traditional flavors in a fraction of the time with greatly reduced environmental impact and cost. Precision engineered to match traditional aging flavors and aromas, it has been used to produce over 50 SKUs and many award-winning products.

Overviewof the Business of Two Trees

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

In consideration of the Merger Agreement, at the effective time of the Merger, each of the holders of Two Trees stock, subject to certain exceptions set forth in the Merger Agreement, had 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 were apportioned between the Two Trees stockholders, pro rata, based on the number of shares of Two Trees stock held by each of the Two Trees stockholders as of the closing of the Merger (the “Merger Consideration”). Immediately following the Exchange, Two Trees became a wholly owned subsidiary of the Company.

AmendmentNo. 1 to Two Trees Merger Agreement

On February 16, 2023, the Company, Merger Sub and Two Trees entered into Amendment No. 1 to Merger Agreement (“Amendment No. 1”). Pursuant to the terms of Amendment No. 1, the Merger Agreement was amended to reflect Two Trees’ authorized, issued and outstanding capital stock as of the effective date of the Merger Agreement, which capital stock consisted of 15,000,000 shares of common stock, par value $0.0001 per share, of which 9,999,604.69 shares were issued and outstanding as of the effective date of the Merger Agreement, and 3,529,500 shares of preferred stock, par value $0.0001 per share, of which 2,045,672.16 shares were issued and outstanding as of the effective date of the Merger Agreement. In addition, pursuant to the terms of Amendment No. 1, the Merger Agreement was amended to replace Mr. Ragazzo with James Cassidy, Two Trees’ Chairman of the Board as the party to indemnify the Company for certain breaches of the representations and warranties of Two Trees.

AmendmentNo. 2 to Two Trees Merger Agreement

On September 11, 2023, the Company, Merger Sub and Two Trees entered into Amendment No. 2 to Merger Agreement (“Amendment No. 2”). Pursuant to the terms of Amendment No. 2, the Merger Agreement was amended to reflect that the Two Trees and the Company agree that the requirement that the Company Common Stock issued at the Closing shall be subject to a Lock-Up Agreement by and between the Company and each Two Trees Stockholder, was removed from the Merger Agreement, and the Company and the Two Trees Stockholders will not enter into Lock-Up Agreements at the Closing, and that the Company shall have no shares of preferred stock issued or outstanding as of the Closing Date.

TheTwo Trees Story

We produce a variety of aged alcoholic beverages using an innovative rapid-aging system. This scalable technology results in all-natural, high-quality products, efficiently produced, with a reduced environmental impact. Our products are nearly indistinguishable from those that are traditionally aged.

Deep in Appalachian Mountain country, we created a proprietary process that mirrors and accelerates the natural aging process that occurs when alcohol is aged in wooden barrels over time. The true art of our craft spirits lives within the balance between the grain selection, local water, and the full-bodied flavors from our toasted wood chip varieties. Our wood chips are selected to pair with specific grains and toasted to just the right char, bringing rich flavor profiles to life with a hint of smoke.

Beginning in 2025, the Company has executed two contracts for service-based revenue at Two Trees for the Company’s Spirits Rapid Aging System (“SRAS”). Our proprietary and patented molecular targeting system swiftly and sustainably transforms distillate to maturity, delivering traditional flavors in a fraction of the time with greatly reduced environmental impact and cost. Precision engineered to match traditional aging flavors and aromas, it has been used to produce over 50 SKUs for the Company and many award-winning products. The Company anticipates continuing to offer this technology through a flexible technology license structure to enable customers to access transformative technology with minimal upfront investment, while securing long-term, predictable revenue streams for the Company. The Company has agreements to build, install and lease 3 SRAS in 2025.

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Brands

Two Trees has built a portfolio of more than 30 spirit brands that are refined and capable of being produced in a fraction of the time it takes to produce traditional whiskies using the traditional production process discussed below. Three of Two Trees portfolio brands received 2022 SIP Awards, with its Two Trees Carolina Peach Whiskey receiving a Platinum Award, Two Trees Sea Salted Caramel Whiskey receiving a Gold Award and Two Trees Old Fashioned RTD receiving a Gold Award. Also, two of its portfolio brands received 2022 50 Best Awards with Two Trees Peanut Butter Whiskey and Two Trees Sea Salted Caramel Whiskey receiving Best Flavored Whiskey awards. Two Trees received the Best of Ashville 2023 and 2024 award for its sustainable matured, award-winning bourbon, whiskey, flavored whiskey and vodka.

Our full current flavored whisky brand portfolio includes the following:

SEASALTED CARAMEL – a sweet soft caramel paired with real sea salt and aged in slow toasted Appalachian white oak.

BATCH314 - A long toasting of Tennessee white oak brings out a soft caramel flavor with notes of vanilla and spice.

CRISPAPPLE - Tart flavors of fresh picked green apples and the sweet charred profile of Appalachian white oak blend easily.

CANDYAPPLE - Vanilla profile of heavy toasted Tennessee white oak adds to the caramel dipped green apple flavor.

CINNAMONSPICE - Aged in charred and toasted Missouri white oak, with the cinnamon spice and the sweet essence of red hots candy.

MICHIGANCHERRY - Made with sweet corn to balance and compliment the tartness of the Montmorency cherry profile.

CAROLINAPEACH - Made with delicious South Carolina peaches and natural flavors to compliment the sweet charred flavor profile of Appalachian white oak.

GOLDENHONEY - Flavor reminiscent of toasted Appalachian white oak, and the essence of fresh honeycomb and the taste of natural honey.

SCORCHEDBROWN SUGAR - Flavor reminiscent of charred Appalachian white oak, real brown sugar and natural vanilla flavor.

PEANUTBUTTER - A taste reminiscent of Appalachian white oak with rich smooth notes of peanut butter.

Our ready to drink portfolio includes the following:

OLDFASHIONED - Plush, dignified cocktail of muddled sugar, whiskey, bitters and Appalachian Mountain spring water blended with toasted Missouri and Tennessee white oak is sleek and ready to pour.

MANHATTAN- Austere rye whiskey with a rich touch of both sweet and dry vermouths sculpted with toasted Missouri and Tennessee white oak creates a glossy, mirror like smoothness, made effortlessly.

Our Tim Smith product portfolio includes the following:

CLIMAXMOONSHINE - The original recipe is distilled from corn, rye, and barley malt. Clean and natural tasting with a subtle sweetness and bold defiance.

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CLIMAXWOOD-FIRED WHISKEY - This isn’t your ordinary American bourbon-style whiskey its Tim Smith’s century-old moonshine recipe aged and filtered with toasted oak and maple wood imparting color and revolutionary flavors. The final process allows the whiskey to cool in Oak containers and the result is Tim Smith’s revolutionary Climax Whiskey – Made to be in a Class of its Own.

CLIMAXFIRE NO. 32 - Cinnamon Spice Moonshine using Tim Smith’s original pot-distilled recipe. Bold, Hot and Smooth. As a volunteer fire chief in Climax, VA, Tim created this moonshine as a tribute to firefighters across the country.

CLIMAX HONEY RASPBERRY - This is Climax Wood-Fired Whiskey Made with natural honey produced by bees and raspberries grown in the Appalachian Mountains.

TIMSMITH SOUTHERN RESERVE BOURBON - Amber in appearance. Caramelized sugar and vanilla melt into a soft wheat. It finishes with a sweet honey profile.

TIMSMITH SOUTHERN RESERVE RYE - Golden amber in appearance. Notes of spicy toasted American oak give way to the gentle warm finish of sweet rye and caramel.

TIMSMITH SOUTHERN RESERVE WHISKEY - Reddish amber in appearance. Sweet corn and mild rye blend with smoky, caramelized oak. It finishes with earthy, nutty notes.

We also produce a wood crafted portfolio American whiskey. This blend is colored and flavored with Appalachian white oak chips. This brings out a soft caramel flavor with notes of vanilla and spice. The charred white oak chips soften this spirit to make it smooth and easy to drink.

Patentand Trademarks – Two Trees

We, primarily through our subsidiaries, hold or have rights to use various service marks, trademarks and trade names we use in the operation of our businesses that we deem particularly important to each of our products. As of the date of this report, we had 12 trademarks for our products and services as follows:

Trademark	Registration Date	Reg. Number	Class
TIM<br> SMITH’S CLIMAX MOONSHINE	3/21/2017	5,166,624	Class<br>21: portable coolers<br><br> <br>Class<br>25: shirts, caps<br><br> <br>Class<br>33: distilled spirits
CLIMAX<br> MOONSHINE	10/20/2015	4,834,895	Classes<br>2, 13, 23, 29, 30, 33, 40 and 50: drinking glasses and drinking flasks<br><br> <br>Classes<br>22 and 39: shirts and hats<br><br> <br>Classes<br>47 and 49: distilled spirits
FIRE<br> NO 32	2/21/2017	5,147,397	Class<br> 33: distilled spirits
CLIMAX<br> WHISKEY	8/01/2017	5,257,114	Class<br> 33: distilled spirits
CLIMAX<br> WOOD-FIRED	8/22/2017	5,272,047	Class<br> 33: distilled spirits
TIM<br> SMITH SOUTHERN RESERVE	11/26/2019	5,922,109	Class<br> 33: distilled spirits, whiskey
SNARLY<br> YOW	1/14/2020	5,963,107	Class<br> 33: distilled spirits, whiskey
TWO<br> TREES	3/24/2020	6,020,545	Class<br> 33: Alcoholic beverages except beers, not wine based; Distilled spirits; Whiskey
OWL<br> HEAD	6/16/2020	6,079,608	Class<br> 33: distilled spirits; whiskey
WAMPUS<br> CAT	6/16/2020	6,079,610	Class<br> 33: distilled spirits; whiskey
MOON<br> CHASERS	6/12/2022	6,785,148	Class<br> 33: alcoholic beverages, namely, ready-to-drink cocktails
SUSTAINABLY<br> – MATURED	11/14/2023	7219580	Class<br> 40: Alcohol distillery services; Spirits distillery services; Whisky distillery services

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Two Trees has the following patents:

Patent	Issue date	Patent Number	Expiration Date
System<br> & method for the rapid aging of a distilled ethyl alcohol with rf energy and wood material supporting platform	April<br> 18, 2023	US<br> 11,629,317 B2	January<br> 21, 2034
System<br> & method for the rapid aging of a distilled ethyl alcohol with rf energy and wood material supporting platform	April<br> 30, 2024	US<br> 11,970,678 B2	January<br> 21, 2034

Overviewof the Business of RF Specialties

On January 19, 2023, we entered into an Exchange Agreement (the “Exchange Agreement”) by and between the Company, RFS and Keith A. Mort as the sole member of RFS. Pursuant to the terms of the Exchange Agreement, the Company agreed to acquire from Mr. Mort, and Mr. Mort agreed to sell to the Company, 100% of the equity interests and membership interests of RFS, in exchange for the issuance by the Company to Mr. Mort of 7,500,000 shares of the Company’s common stock (the “Exchange”). Immediately following the Exchange, RFS became a wholly owned subsidiary of the Company.

RFS is engaged in the business of developing sustainable radio frequency (RF) applications, and for over 13 years, has addressed the challenges faced by companies by implementing automated radio frequency technology. RFS has developed a system and method for the rapid aging of distilled spirits with RF energy that reduces energy and production costs thus increasing the speed to market for distilled beverages when compared to traditional technologies.

Our patented energy wave technology introduces a revolutionary approach to industrial processes by specific molecular targeting, which can be applied at precise and multiple locations in a system in ways that conventional single point heat sources cannot, resulting in improved efficiency, higher quality, and reduced processing time.

The Company is currently deploying its first industrial application of our Molecular sawdust drying system with a lumber mill. The system offers scalable, flexible solutions for any tonnage of sawdust, catering to diverse pellet manufacturing needs. It utilizes patented technology to adjust moisture content as required, optimizing it to precise specifications. The system features precision automation for controlling temperature and drying parameters, ensuring consistent high-quality output. This adaptable system enhances safety and productivity, achieving uniform results with minimal downtime. The Company is also targeting applications of this process in engineered wood products, adhesives, wood forest products and food and beverages

Patentand Trademarks – RF Specialties

RF Specialties holds or has the rights to use patents we use in the operation of our businesses that we deem particularly important to each of our products. As of the date of this report, we had the following patents:

Patent	Issue Date	Patent Number	Expiration Date
Systems,<br> apparatuses, and methods for molecular targeting and separation of feedstock fluids	June<br> 11, 2019	US<br> 10315126 B2	November<br> 22, 2036

Employees

As of December 31, 2024, the Company had 14 full-time and 5 part-time employees across all subsidiaries. None of our employees are covered by collective bargaining agreements and we consider our relations with our employees to be good.

We believe that hiring a diverse workforce is important to our success. We intend to continue to evaluate our use of human capital measures and objectives to ensure we have a stable workforce to run our business effectively and provide a comfortable working environment for our employees.

The success of our business is fundamentally connected to the well-being of our people. Accordingly, we are committed to the health, safety and wellness of our employees, and we provide our employees and their families with competitive pay and benefits.

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ITEM

1A. RISK FACTORS

RisksRelated to Our Company

Risksrelated to our operations.

We generated revenues of $2,364,093 for the year ended December 31, 2024 from the operations of the business acquired, and $104,066, during the year ended December 31, 2023. Our ability to continue to generate revenue and grow our revenue will depend, in part, on our ability to execute our business plan, expand our business model in a timely manner. We may fail to do so. A variety of factors outside of our control could affect our ability to generate revenue and increase revenue growth.

Wehave incurred net losses since our inception and expect losses to continue.

We have not been profitable since our inception. Our net losses were $1,621,117 and $291,672 for the years ended December 31, 2024 and 2023, respectively, and our accumulated deficit as of December 31, 2024 and December 31, 2023 was $2,360,505 and $739,388, respectively. If we are unable to achieve and maintain profitability, we may be unable to continue our operations. There is a risk that we may never bring our acquired business or assets and subsequent business operations to the marketplace. In addition, there is no guarantee that our subsequent operations will be profitable in the future, and you could lose your entire investment.

Wemay not be able to continue as a going concern if we do not obtain additional financing.

Our independent registered public accounting firm included in its opinion for the years ended December 31, 2024 and 2023 an explanatory paragraph referring to our recurring losses from operations and expressing substantial doubt in our ability to continue as a going concern without additional capital becoming available. Our ability to continue as a going concern is dependent upon our ability to obtain additional equity or debt financing, reduce expenditures and generate significant revenue. Our financial statements as of December 31, 2024 did not include any adjustments that might result from the outcome of this uncertainty. The reaction of investors to the inclusion of a going concern statement by our auditors, and our potential inability to continue as a going concern, in future years could materially adversely affect our share price and our ability to raise new capital.

Ouroperations rely on the need for qualified servicers of our specialized microwave technology machinery, as well as on the availabilityfor parts.

RF Specialties addresses companies’ most pressing challenges by implementing automated Radio Frequency Technology Systems in a sustainable way reducing energy costs and increasing speed to market when compared to traditional methods. RF Specialties Radio Frequency Technology Systems are utilized in several applications, including pasteurization, disinfestation process is a non-thermal food processing technique that uses high-frequency electromagnetic energy to kill harmful microorganisms in dry food commodities. The Company also targets applications of this process in engineered wood products, adhesives, wood forest products and food and beverages. In addition to providing the machinery and technology needed for these types of applications, RF Specialties employs qualified personnel that are capable and knowledgeable about our technology and install and service our systems. In the event that no qualified installers or servicers are available, we could experience unfavorable business results including the loss of our contracts and a loss of the market for our technology.

Changesin consumer preferences and purchases, any decline in the social acceptability of our products, or governmental adoption of policiesdisadvantageous to beverage alcohol could negatively affect our business results.

Our Two Trees Beverage Company business is a branded consumer products company in a highly competitive market, and our success depends substantially on our continued ability to offer consumers appealing, high-quality products. Consumer preferences and purchases may shift, often in unpredictable ways, as a result of a variety of factors, including health and wellness trends; changes in economic conditions, demographic, and social trends; public health policies and initiatives; changes in government regulation of beverage alcohol products; concerns or regulations related to product safety; legalization of cannabis and its use on a more widespread basis in the markets where we operate; and changes in trends related to travel, leisure, dining, gifting, entertaining, and beverage consumption. As a result, consumers may begin to shift their consumption and purchases from our premium and super-premium products, or away from alcoholic beverages entirely. This shift includes consumption at home as a result of various factors, including shifts in social trends, and shifts in the channels for the purchases of our products. These shifts in consumption and purchasing channels could adversely impact our profitability. Consumers also may begin to prefer the products of competitors or may generally reduce their demand for brands produced by larger companies. Over the past several decades, the number of small, local distilleries in the United States has grown significantly. This growth is being driven by a trend of consumers showing increasing interest in locally produced, regionally sourced products. As more brands enter the market, increased competition could negatively affect demand for our premium and super-premium American whiskey brands, including Jack Daniel’s. In addition, we could experience unfavorable business results if we fail to attract consumers from diverse backgrounds and ethnicities in all markets where we sell our products.

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Expansion into new product categories by other suppliers, or innovation by new entrants into the market, could increase competition in our product categories. Increased competition may, among other things, negatively impact our ability to maintain or gain market share; increase pricing pressure, which inhibits our ability to adequately respond to inflationary changes in commodities used in making our products; require increases in marketing and promotional activities; and negatively impact the market for our products. To continue to succeed, we must anticipate or react effectively to shifts in demographics, our competition, consumer behavior, consumer preferences, drinking tastes, and drinking occasions.

Productionfacility disruption could adversely affect our business.

Our liquor products are distilled at a single location. A catastrophic event causing physical damage, disruption, or failure at our facility could adversely affect our business. These and other supply (or supply chain) disruptions could prevent us from meeting consumer demand for the affected products in the short and medium term. In addition to catastrophic events identified above, supply disruptions could include the temporary inability to make our products at normal levels or at all. We could also experience disruptions if our suppliers are unable to deliver supplies. Our business continuity plans may not prevent business disruption, and reconstruction of any damaged facilities could require a significant amount of time and resources.

Highercosts or unavailability of water, raw materials, product ingredients, or labor could adversely affect our financial results.

Our products use materials and ingredients that we purchase from a variety of suppliers across the United States. Our ability to make and sell our products depends on the availability of the raw materials, product ingredients, finished products, wood, glass bottles, bottle closures, packaging, and other materials used to produce and package them. Without sufficient quantities of one or more key materials, our business and financial results could suffer. If any of our key suppliers were no longer able to meet our timing, quality, or capacity requirements, ceased doing business with us, or significantly raised prices, and we could not promptly develop alternative cost-effective sources of supply or production, our operations and financial results could suffer.

Higher costs or insufficient availability of suitable grain alcohol, corn bourbon and other distillates, water, molasses, wood, glass, closures, and other input materials, or higher associated labor costs or insufficient availability of labor, may adversely affect our financial results. Similarly, when energy costs rise, our transportation, freight, and other operating costs, such as distilling and bottling expenses, also may increase. Our freight cost and the timely delivery of our products could be adversely affected by a number of factors, including driver or equipment shortages, higher fuel costs, weather conditions, traffic congestion, ocean freight lane disruptions, shipment container availability, rail shutdowns, increased government regulation, and other matters that could reduce the profitability of our operations. Our financial results may be adversely affected if we cannot pass along energy, freight, or other input cost increases through higher prices to our customers without reducing demand or sales.

International or domestic geopolitical or other events, including the imposition of any tariffs or quotas by governmental authorities on any raw materials that we use in the production of our products, could adversely affect the supply and cost of these raw materials to us. While we do not currently expect our production operations to be directly impacted by conflicts around the world, changes in global grain and commodity pricing and availability may impact the markets where we operate. If we cannot offset higher raw material costs with higher selling prices, increased sales volume, or reductions in other costs, our profitability could be adversely affected.

Weather, acute or chronic climate change impacts, fires, diseases, and other agricultural uncertainties that affect the health, yield, quality, or price of the various raw materials used in our products also present risks for our business, including in some cases potential impairment in the recorded value of our inventory. Increasing average temperatures could also affect the maturation and yield of our aged inventory over time. Changes in weather patterns or intensity can disrupt our supply chain as well, which may affect production operations, insurance costs and coverage, and the timely delivery of our products.

Water is an essential component of our products, so the quality and quantity of available water is critical to our ability to operate our business. If extended droughts become more common or severe, or if our water supply is interrupted for other reasons, high-quality water could become scarce in some key production regions for our products, which in turn could adversely affect our business and financial results.

Productrecalls or other product liability claims could materially and adversely affect our sales.

The success of our brands depends on the positive image that consumers have of them. We could decide to or be required to recall products due to suspected or confirmed product contamination, product tampering, spoilage, regulatory non-compliance, food safety issues, or other quality issues. Any of these events could adversely affect our financial results. Actual contamination, whether deliberate or accidental, could lead to inferior product quality and even illness, injury, or death of consumers, potential liability claims, and material loss. Should a product recall become necessary, or we voluntarily recall a product in the event of contamination, damage, or other quality issue, sales of the affected product or our broader portfolio of brands could be adversely affected. A significant product liability judgment or widespread product recall may negatively impact sales and our business and financial results. Even if a product liability claim is unsuccessful or is not fully pursued, resulting negative publicity could adversely affect our reputation with existing and potential customers and our corporate and brand image.

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Negativepublicity could affect our business performance.

Unfavorable publicity, whether accurate or not, related to our industry or to us or our products, brands, marketing, executive leadership, employees, Board of Directors, family stockholders, operations, current or anticipated business performance, or environmental or social efforts could negatively affect our corporate reputation, stock price, ability to attract and retain high-quality talent, or the performance of our brands and business.

Adverse publicity or negative commentary on social media, whether accurate or not, particularly any that go “viral,” could cause consumers or other stakeholders to react by disparaging or avoiding our brands or company, which could materially negatively affect our financial results. Additionally, investor advocacy groups, institutional investors, other market participants, stockholders, employees, consumers, customers, influencers, and policymakers have focused increasingly on the environmental, social, and governance or “sustainability” positions and practices of companies.

If our positions or practices do not meet investor or other stakeholder expectations and standards, which continue to evolve, our corporate reputation, stock price, ability to attract and retain high-quality talent, and the performance of our brands and business may be negatively affected. Stakeholders and others who disagree with our company’s actions, positions, or statements may speak negatively or advocate against the company, with the potential to harm our reputation or business through negative publicity, adverse government treatment, or other means.

Therequirements of remaining a public company may strain our resources, which could make it difficult to manage our business.

We are required to comply with various regulatory and reporting requirements, including those required by the SEC. Complying with these reporting and other regulatory requirements are time-consuming and expensive and could have a negative effect on our business, results of operations and financial condition. We are required to comply with certain provisions of Section 404 of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”) including maintaining internal controls over financial reporting, and if we fail to continue to comply, our business could be harmed, and the price of our securities could decline.

Weexpect to face intense competition, often from companies with greater resources and experience than we have.

We are likely to face competition from companies that have substantially greater financial, technological, managerial and research and development resources and experience than we have. In addition, if we are successful in closing an acquisition of one or more target companies, these acquired companies are likely to face competition for their service and product offerings from large and well-established companies that have greater production capabilities and marketing and sales experience than we have. If we are unable to compete successfully, we may be unable to grow, sustain our revenue or be successful in achieving our business plan.

Weare growing the size of our organization, and we may experience difficulties in managing any growth we may achieve.

As our growth plans proceed and development and commercialization plans and strategies develop, we expect to need additional development, managerial, operational, sales, marketing, financial, accounting, legal, and other resources. Future growth would impose significant added responsibilities on members of management. Our management may not be able to accommodate those added responsibilities, and our failure to do so could prevent us from effectively managing future growth, if any, and successfully growing our Company.

Ifwe are unable to develop and maintain our brand and reputation for our service and product offerings, our business and prospects couldbe materially harmed.

Our business and prospects depend, in part, on developing and then maintaining and strengthening our brand and reputation in the markets we will serve and for the companies we acquire. If problems arise with our future products or services, our brand and reputation could be diminished. If we fail to develop, promote and maintain our brand and reputation successfully, our business and prospects could be materially harmed.

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Legaland Regulatory Risks

Nationaland local governments may adopt regulations or undertake investigations that could limit our business activities or increase our costs.

Our business is subject to extensive regulatory requirements regarding production, exportation, importation, marketing and promotion, labeling, distribution, pricing, and trade practices, among others. Changes in laws, regulatory measures, or governmental policies, or the manner in which current ones are interpreted, could subject us to governmental investigations, cause us to incur material additional costs or liabilities, and jeopardize the growth of our business in the affected market. Specifically, governments could prohibit, impose, or increase limitations on advertising and promotional activities, or times or locations where beverage alcohol may be sold or consumed, or adopt other measures that could limit our opportunities to reach consumers or sell our products. Certain countries historically have banned all television, newspaper, magazine, and digital commerce/advertising for beverage alcohol products. Additional regulation of this nature could substantially reduce consumer awareness of our products in the affected markets and make the introduction of new products more challenging.

Additional regulation in the United States and other countries addressing climate change, use of water, and other environmental issues could increase our operating costs. Increasing regulation of CO2 emissions could increase the cost of energy, including fuel, required to operate our facilities or transport and distribute our products, thereby substantially increasing the production, distribution, and supply chain costs associated with our products.

Taxincreases and changes in tax rules could adversely affect our financial results.

Our business is sensitive to changes in both direct and indirect taxes. New tax rules, accounting standards or pronouncements, and changes in interpretation of existing rules, standards, or pronouncements could have a material adverse effect on our business and financial results. As a multinational company based in the United States, we are more exposed to the impact of changes in U.S. tax legislation and regulations than most of our major competitors, especially changes that affect the effective corporate income tax rate. In August 2022, the U.S. enacted the Inflation Reduction Act of 2022 (“IRA”) which, among other provisions, implemented a 15% minimum tax on book income of certain large corporations. We continue to evaluate the various provisions of the IRA and currently anticipate that its impact, if any, will not be material to our operating results or cash flows. Additional tax proposals sponsored by the current U.S. presidential administration could lead to U.S. tax changes, including significant increases to the U.S. corporate income tax rate and the minimum tax rate on certain earnings of foreign subsidiaries. While we are unable to predict whether any of these changes will ultimately be enacted, if these or similar proposals are enacted into law, they could negatively impact our effective tax rate and reduce net earnings.

Our business operations are also subject to numerous duties or taxes not based on income, sometimes referred to as “indirect taxes.” These indirect taxes include excise taxes, sales or value-added taxes, property taxes, payroll taxes, import and export duties, and tariffs. Increases in or the imposition of new indirect taxes on our operations or products would increase the cost of our products or materials used to produce our products or, to the extent levied directly on consumers, make our products less affordable, which could negatively affect our financial results by reducing purchases of our products and encouraging consumers to switch to lower-priced or lower-taxed product categories. As governmental entities look for increased sources of revenue, they may increase taxes on beverage alcohol products.

Ourability to market and sell our products depends heavily on societal attitudes toward drinking and governmental policies that both flowfrom and affect those attitudes.

Increased social and political attention has been directed at the beverage alcohol industry. For example, there remains continued attention focused largely on public health concerns related to alcohol abuse, including drunk driving, underage drinking, and the negative health impacts of the abuse and misuse of beverage alcohol. While most people who drink alcoholic beverages do so in moderation, it is commonly known and well reported that excessive levels or inappropriate patterns of drinking can lead to increased risk of a range of health conditions and, for certain people, can result in alcohol dependence. Some academics, public health officials, and critics of the alcohol industry in the United States, Europe, and other parts of the world continue to seek governmental measures to make beverage alcohol more expensive, less available, or more difficult to advertise and promote. If future scientific research indicates more widespread serious health risks associated with alcohol consumption – particularly with moderate consumption – or if for any reason the social acceptability of beverage alcohol declines significantly, sales of our products could be adversely affected.

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Significantadditional labeling or warning requirements or limitations on the availability of our products could inhibit sales of affected products.

Various jurisdictions have adopted or may seek to adopt significant additional product labeling or warning requirements or impose limitations on the availability of our products relating to the content or perceived adverse health consequences of some of our products. Several such labeling regulations or laws require warnings on any product with substances that the jurisdiction lists as potentially associated with cancer or birth defects. Our products already raise health and safety concerns for some regulators, and heightened requirements could be imposed. For example, in February 2021, the European Union published its Europe Beating Cancer Plan. As part of the plan, by the end of 2023, the European Union will issue a proposal for mandatory health warnings on beverage alcohol product labels. Such campaigns could result in additional governmental regulations concerning the production, marketing, labeling, or availability of our products, any of which could damage our reputation, make our brands unrecognizable, or reduce demand for our products, which could adversely affect our profitability. If additional or more severe requirements of this type are imposed on one or more of our products under current or future health, environmental, or other laws or regulations, they could inhibit sales of such products. Further, we cannot predict whether our products will become subject to increased rules and regulations, which, if enacted, could increase our costs or adversely impact sales.

Counterfeitingor inadequate protection of our intellectual property rights could adversely affect our business prospects.

Our brand names, trademarks, and related intellectual property rights are critical assets, and our business depends on protecting them online and in the countries where we do business. We may not succeed in protecting our intellectual property rights in a given market or in challenging those who infringe our rights or imitate or counterfeit our products. Although we believe that our intellectual property rights are legally protected in the markets where we do business, the ability to register and enforce intellectual property rights varies from country to country. In some countries, for example, it may be more difficult to successfully stop counterfeiting or look-alike products, either because the law is inadequate or, even though satisfactory legal options may exist, it may be difficult to obtain and enforce sanctions against counterfeiters. We may not be able to register our trademarks in every country where we want to sell a particular product, and we may not obtain favorable decisions by courts or trademark offices.

Litigationand legal disputes could expose our business to financial and reputational risk.

Major private or governmental litigation challenging the production, marketing, promotion, distribution, or sale of beverage alcohol or specific brands could affect our ability to sell our products. Because litigation and other legal proceedings can be costly to defend, even actions that are ultimately decided in our favor could have a negative impact on our business reputation or financial results. Lawsuits have been brought against beverage alcohol companies alleging problems related to alcohol abuse, negative health consequences from drinking, problems from alleged marketing or sales practices, and underage drinking. While these lawsuits have been largely unsuccessful in the past, others may succeed in the future. We could also experience employment-related or cybersecurity-related class actions, environmental claims, commercial disputes, product liability actions stemming from a beverage or container production defect, a whistleblower suit, or other major litigation that could adversely affect our business results, particularly if there is negative publicity.

As discussed throughout these risk factors, governmental actions around the world are a continuing compliance risk for global companies such as ours. In addition, as a U.S. public company, we are exposed to the risk of securities-related class action suits, particularly following a precipitous drop in the share price of our stock. Adverse developments in major lawsuits concerning these or other matters could result in management distraction and have a material adverse effect on our business.

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Unfavorableeconomic conditions could negatively affect our operations and results.

Unfavorable national or regional economic conditions may be triggered by numerous developments beyond our control, including geopolitical events, health crises, and other events that trigger economic volatility on a global or regional basis. Those types of unfavorable economic conditions could adversely affect our business and financial results. In particular, a significant deterioration in economic conditions, including economic slowdowns or recessions, increased unemployment levels, inflationary pressures, or disruptions to credit and capital markets could lead to decreased consumer confidence and consumer spending more generally, thus reducing consumer demand for our products. For example, since 2021, the United States has experienced a rapid increase in inflation levels. Such heightened inflationary levels may negatively impact consumer disposable income and discretionary spending and, in turn, reduce consumer demand for our premium products and increase our costs. Unfavorable economic conditions could also cause governments to increase taxes on beverage alcohol to attempt to raise revenue, reducing consumers’ willingness to make discretionary purchases of beverage alcohol products or pay for premium brands such as ours.

Unfavorable economic conditions could also adversely affect our suppliers, distributors, customers, and retailers, who in turn could experience cash flow challenges, more costly or unavailable financing, credit defaults, and other financial hardships. Such financial hardships could lead to distributor or retailer destocking, disruption in raw material supply, increase in bad debt expense, or increased levels of unsecured credit that we may need to provide to customers. Other potential negative consequences to our business from unfavorable economic conditions include higher interest rates, an increase in the rate of inflation, deflation, exchange rate fluctuations, credit or capital market instability, or lower returns on pension assets or lower discount rates for pension obligations (possibly requiring higher contributions to our pension plans).

Oursuccess depends in part on our ability to identify, recruit and retain skilled management and technical personnel. If we fail to recruitand retain suitable candidates or if our relationship with our employees changes or deteriorates, there could be a material adverse impacton our business, results of operations or financial condition

We are highly dependent upon our personnel, including Steve Laker, our Chief Executive Officer. The loss of Mr. Laker’s services could impede the achievement of our business objectives. We have not obtained, do not own, nor are we the beneficiary of, key-person life insurance. Furthermore, our future success depends upon our continuing ability to identify, attract, hire and retain highly qualified personnel, including skilled management and scientific personnel, all of whom are in high demand and are often subject to competing offers. Competition for qualified personnel in the our industry is intense, and we may not be able to hire or retain a sufficient number of qualified personnel to meet our requirements, or be able to do so at salary, benefit and other compensation costs that are acceptable to us. A loss of a substantial number of key or qualified employees, or an inability to attract, retain and motivate additional highly skilled employees required for expansion of our business, could have a material adverse impact on our business, results of operations or financial condition.

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Wehave requirements for and there is an uncertainty of access to additional capital.

We will continue to incur development costs to further develop our business plan. Based on our current operating plans, we believe we need to make additional acquisitions of technologies, or other assets to generate enough cashflow to carry our overhead costs, and plan to operate any subsequent business operations from working capital, equity subscriptions and shareholders’ loans. Ultimately, our ability to continue our business operations depends in part on our ability to obtain financing through debt financing, equity financing, or commence operations and generate revenues or some combination of these or other means. There can be no assurance that we will be able to obtain any such financing.

Wehave negative cash flow from operations and depend on equity financing and shareholder loans for our operations.

Our current operating funds are less than necessary to complete our intended plan of operations. We will need additional funds. Our failure to obtain such additional financing could result in delay or indefinite postponement or further of any subsequent operations which would have a material adverse effect on our business. As of December 31, 2024 and 2023, we had cash of $ 11,159 and $115,111, respectively. We do not expect that our existing cash and cash from revenue will be sufficient to fund our current operations through at least 12 months from the date of this annual report. We will need to raise additional funds in the future to fund our working capital needs and to fund further expansion of our business. We may require additional equity or debt financings, collaborative arrangements with corporate partners or funds from other sources for these purposes. No assurance can be given that necessary funds will be available for us to finance our development on acceptable terms, if at all. Furthermore, such additional financings may involve substantial dilution of our stockholders or may require that we relinquish rights to certain of our technologies or products. In addition, we may experience operational difficulties and delays due to working capital restrictions. If adequate funds are not available from operations or additional sources of financing, we may have to delay or scale back our growth plans.

Weexpect to incur losses in the future.

We recently acquired two businesses that generate revenue. We expect that we may incur operating losses in future periods while integrating these businesses and may incur additional costs related to the integration. We cannot guarantee that we will be successful in generating revenues at the same level of those businesses in the future. Failure to generate profitability operations will cause us to go out of business.

Ouroperating results may prove unpredictable.

Our operating results are likely to fluctuate significantly in the future due to a variety of factors, many of which we have no control over. Factors that may cause our operating results to fluctuate significantly include: our ability to generate enough working capital from future equity sales; the level of commercial acceptance by the public of any services/products we may develop; fluctuations in the demands of any products; the amount and timing operating costs and capital expenditures relating to expansion of subsequent business, operations, infrastructure and general economic conditions. If realized, any of these factors could have a material effect on our business, financial condition and operating results.

Ourcommon stock is or may become subject to the “penny stock” rules of the SEC and the trading market in the securities is limited,which makes transactions in the stock cumbersome and may reduce the value of an investment in the stock.

Rule 15g-9 under the Exchange Act establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require: (a) that a broker or dealer approve a person’s account for transactions in penny stocks; and (b) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person’s account for transactions in penny stocks, the broker or dealer must: (a) obtain financial information and investment experience objectives of the person and (b) make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form: (a) sets forth the basis on which the broker or dealer made the suitability determination; and (b) confirms that the broker or dealer received a signed, written agreement from the investor prior to the transaction. Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. If our common stock is or becomes subject to the “penny stock” rules, it may be more difficult for investors to dispose of our common stock and cause a decline in the market value of our common stock.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker or dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

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TheCompany’s management expects to issue additional shares.

The Company has 300,000,000 authorized common shares, of which 215,247,730 are currently issued and outstanding and 10,000,000 shares of Series A Convertible Preferred Stock (the “Series A Preferred Stock”), of which no shares are issued and outstanding. Pursuant to the terms of the Exchange Agreement and the Merger Agreement, we issued an aggregate of 67,500,000 shares of common stock.

Wedo not anticipate paying dividends.

We do not anticipate paying dividends on our common stock in the foreseeable future, but plan rather to retain earnings, if any for the operation, growth and expansion of our subsequent business. Because we do not anticipate paying cash dividends in the foreseeable future which may lower expected returns for investors, and as such our stockholders will not be able to receive a return on their investment unless they sell their shares of common stock.

RisksRelated to Investing in Our Company

Weare an early-stage company and lack an operating history.

Our limited operating history makes it difficult for potential investors to evaluate our products or prospective operations and business prospects. We are subject to all the risks inherent in business development, financing, unexpected expenditures, and complications and delays that often occur in a new business. Investors should evaluate an investment in us in light of the uncertainties encountered by developing companies in a competitive environment. There can be no assurance that our efforts will be successful or that we will ultimately be able to attain profitability.

Weexpect to incur losses in the future.

Based upon current plans, we expect to incur operating losses in future periods because we will be incurring expenses and not generating revenues. We cannot guarantee that we will be successful in generating revenues in the future. Failure to generate revenues will cause us to go out of business.

Ouroperating results may prove unpredictable.

Our operating results are likely to fluctuate significantly in the future due to a variety of factors, many of which we have no control over. Factors that may cause our operating results to fluctuate significantly include: our ability to generate enough working capital from future equity sales; the level of commercial acceptance by the public of our services/products; fluctuations in the demands of products; the amount and timing operating costs and capital expenditures relating to expansion of our subsequent business, operations, infrastructure and general economic conditions. If realized, any of these factors could have a material effect on our business, financial condition and operating results.

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ITEM

1B. UNRESOLVED STAFF COMMENTS

Not applicable to a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K.

ITEM

1C. CYBERSECURITY

RiskManagement and Strategy

As a smaller reporting company, we currently do not have formalized cybersecurity measures, a dedicated cybersecurity team or specific protocols in place to manage cybersecurity risks. Our approach to cybersecurity is in the developmental stage, and we have only begun to conduct comprehensive risk assessments, establish an incident response plan, and engage with external cybersecurity consultants for assessments or services. As of the date of this report, we have adopted an incident response plan which governs our assessment and response upon the occurrence of a material cybersecurity incident, including the process for informing senior management and our Board of Directors. Our Chief Executive Officer has been designated as the lead in implementing our incident response plan.

Given our current stage of cybersecurity development, we have not experienced any significant cybersecurity incidents to date. However, we recognize that the absence of a formalized cybersecurity framework may leave us vulnerable to cyberattacks, data breaches and other cybersecurity incidents. Such events could potentially lead to unauthorized access to, or disclosure of, sensitive information, disrupt our business operations, result in regulatory fines or litigation costs and negatively impact our reputation among customers and partners.

We are in the process of evaluating our cybersecurity needs and developing appropriate measures to enhance our cybersecurity posture. This includes considering the engagement of external cybersecurity experts to advise on best practices, conducting vulnerability assessments and developing an incident response strategy. Our goal is to establish a cybersecurity framework that is commensurate with our size, complexity and the nature of our operations, thereby reducing our exposure to cybersecurity risks.

In addition, our board of directors will oversee any cybersecurity risk management framework and a dedicated committee of our board of directors will review and approve any cybersecurity policies, strategies and risk management practices.

Despite our efforts to improve our cybersecurity measures, there can be no assurance that our initiatives will fully mitigate the risks posed by cyber threats. The landscape of cybersecurity risks is constantly evolving, and we will continue to assess and update our cybersecurity measures in response to emerging threats.

Governance

Boardof Directors

The audit committee of the Company’s board of directors, with the input of management, oversees the Company’s internal controls, including internal controls designed to assess, identify, and manage material risks from cybersecurity threats. The audit committee is informed of material risks, when applicable, from cybersecurity threats by the Company’s Chief Executive Officer. Updates on cybersecurity matters, including material risks and threats, are provided to the Company’s audit committee, and the audit committee provides updates to the Company’s board of directors at regular board meetings.

Management

Under the oversight of the audit committee of the Company’s board of directors, the Company’s Chief Executive Officer is primarily responsible for the assessment and management of material cybersecurity risks and establishing and maintaining adequate and effective internal controls covering cybersecurity matters.

The audit committee of the Company’s board of directors, with the assistance of the Company’s Chief Executive Officer, is responsible for overseeing the establishment and effectiveness of controls and other procedures, including controls and procedures related to the public disclosure of material cybersecurity matters.

As of the date of this report, other than the foregoing, the Company is not aware of any cybersecurity incidents that have materially affected or are reasonably likely to materially affect the Company, including its business strategy, results of operations, or financial condition and that are required to be reported in this report. For further discussion of the risks associated with cybersecurity incidents, see the cybersecurity risk factors in Item 1A. Risk Factors in this report.

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ITEM

PROPERTIES

The Company does not own any real estate or other properties. The Company maintains an operating lease for its office space and operating facility for the Two Trees business in Fletcher, North Carolina, which has a remaining term of 14 months as of December 31, 2024 and a renewal option for an additional three years. The Company also maintains an operating lease for its RF Specialties facility in Mills River, North Carolina, which as a remaining term of 5.5 years. We believe these facilities to be sufficient to meet our needs for the foreseeable future and that any additional space we may require will be available on commercially reasonable terms.

ITEM

LEGAL PROCEEDINGS

As of the filing date of this Annual Report on Form 10-K, there are no material pending legal proceedings, other than ordinary routine litigation incidental to our business, to which we are a party or which our property is the subject. In addition, none of our officers, directors, affiliates or 5% stockholders (or any associates thereof) is a party adverse to us, or has a material interest adverse to us, in any material proceeding.

ITEM

MINE SAFETY DISCLOSURES

Not applicable.

PART

ITEM

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

MarketInformation

Our common stock is eligible for unsolicited quotes only on the OTC Market Group, Inc. QB Market under the symbol “MDWK”. The OTC Market is a network of security dealers who buy and sell stock. The dealers are connected by a computer network that provides information on current “bids” and “asks”, as well as volume information. Unsolicited-only stocks have a higher risk of wider spreads, increased volatility, and price dislocations. Investors may have difficulty selling this stock. An initial review by a broker-dealer under SEC Rule 15c2-11 is required for brokers to publish competing quotes and provide continuous market making. The trading market for the common stock has been extremely limited and sporadic.

The following table sets forth for the respective periods indicated the prices of our common stock in this market. Such prices are based on inter-dealer bid and asked prices, without markup, markdown, commissions, or adjustments and may not represent actual transactions.

Fiscal Year 2024	High		Low
Quarter Ended March 31, 2024	$	0.25	$	0.06
Quarter Ended June 30, 2024	$	0.24	$	0.01
Quarter Ended September 30, 2024	$	0.22	$	0.01
Quarter Ended December 31, 2024	$	0.21	$	0.06
Fiscal Year 2023
Quarter Ended March 31, 2023	$	0.05	$	0.05
Quarter Ended June 30, 2023	$	0.00	$	0.00
Quarter Ended September 30, 2023	$	0.03	$	0.03
Quarter Ended December 31, 2023	$	0.05	$	0.05

Holdersof Common Stock

As of March 18, 2025, there were approximately 355 record holders of our common stock. The number of record holders does not include beneficial owners of common stock whose shares are held in the names of banks, brokers, nominees or other fiduciaries.

DividendPolicy

We have not declared or paid any dividends on our common stock since our inception. We currently intend to reinvest all cash resources to finance the development and growth of our business. As a result, we do not intend to pay dividends on our common stock in the foreseeable future. Any future determination to pay dividends will be at the discretion of our board of directors and will depend on the financial condition, earnings, legal requirements, restrictions in its debt agreements and any other factors that our board of directors deems relevant. In addition, as a holding company, our ability to pay dividends depends on our receipt of cash dividends from our operating subsidiaries, which may further restrict our ability to pay dividends as a result of the laws of their respective jurisdictions of organization, agreements of our subsidiaries or covenants under future indebtedness that we or our subsidiaries may incur.

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ClawbackPolicy

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

Pursuant 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. The 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.

The 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”).

TransferAgent

The Transfer Agent for shares of the Company’s securities is EQ by Equiniti, formerly known as Corporate Stock Transfer, located at 1110 Centre Pointe Curve, Suite 101, Mendota Heights, Minnesota 55120.

UnregisteredSales of Securities

The following information represents securities sold by us that has not been previously included in a Quarterly Report on Form 10-Q or a Current Report of Form 8-K which were not registered under the Securities Act. Included are new issues, securities issued in exchange for property, services or other securities, securities issued upon conversion from our other share classes and new securities resulting from the modification of outstanding securities. We issued all of the securities listed below pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act (the “Securities Act”), or Regulation D or Regulation S promulgated thereunder.

During the quarter ended December 31, 2024, the Company sold 700,000 shares of common stock in exchange for cash proceeds of $105,000.

ITEM

RESERVED.

ITEM

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ThisManagement’s Discussion and Analysis of Financial Condition and Results of Operations is intended to provide a reader of our financialstatements with a narrative from the perspective of our management on our financial condition, results of operations, liquidity, andcertain other factors that may affect our future results. The following discussion and analysis should be read in conjunction with ouraudited financial statements and the accompanying notes thereto included in “Item 8. Financial Statements and Supplementary Data.”In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involverisks, uncertainties and assumptions. See “Forward-Looking Statements.” Our results and the timing of selected events maydiffer materially from those anticipated in these forward-looking statements as a result of many factors.

Overview

MDwerks, Inc. (the “Company”), a Delaware corporation, was focused on effecting a “reverse merger,” capital exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more unrelated businesses (a “Business Combination”) that would benefit from the Company’s public reporting status. During the fiscal year ended December 31, 2023, the Company completed two acquisitions as discussed in detail below.

We are a technology company pioneering the development of innovate energy wave solutions for industrial and other commercial enterprises. Our expertise in radio wave technologies and microwave technologies has led to multiple breakthroughs with applications both industrial and commercial. Our patented energy wave technology introduces a revolutionary approach to industrial processes by specific molecular targeting, which can be applied at precise and multiple locations in a system in ways that conventional single point heat sources cannot, resulting in improved efficiency, higher quality, and reduced processing time.

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RecentDevelopments

RF Specialties, Inc. Acquisition

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

RFS is an innovative company pushing the boundaries of sustainable Radio Frequency applications. For over 13 years RFS has addressed companies’ most pressing challenges by implementing automated Radio Frequency Technology in a sustainable way reducing energy costs and increasing speed to market when compared to traditional methods. By bringing Radio Frequency applications to market RFS has successfully elevated a wide range of industries including structural engineering, food & beverage, and manufacturing.

Two Trees Acquisition

Two Trees produces a variety of aged alcoholic beverages using an innovative rapid-aging system. This scalable technology results in all-natural, high-quality products, efficiently produced, with a reduced environmental impact. Our products are nearly indistinguishable from those that are traditionally aged. Two Trees created a proprietary process that mirrors and accelerates the natural aging process that occurs when alcohol is aged in wooden barrels over time. The true art of our craft spirits lives within the balance between the grain selection, local water, and the full-bodied flavors from our toasted wood chip varieties. Our wood chips are selected to pair with specific grains and toasted to just the right char, bringing rich flavor profiles to life with a hint of smoke.

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

Sale of Assets

On August 25, 2023, we entered an asset purchase agreement with an unrelated company, Dream Workz Automotive LLC, a Colorado limited liability company (“Dream Workz”). Pursuant to this agreement, we sold certain tangible manufacturing assets of ours to Dream Workz for a purchase price of $195,000 (the “Purchase Price”). The Purchase Price was paid in a combination of cash in the amount of $100,000 and a promissory note in the amount of $95,000 (the “Note”). The Note is unsecured and bears interest at the rate of 8% per annum commencing as of August 25, 2023, and matures on August 25, 2029. The Company recognized a gain of $168,855 on the disposition of assets. During the year ended December 31, 2024, the Company recognized a loss on impairment of the Note of $97,533.

In May 2024, the Company entered into two bill of sale agreements to sell two vehicles to Keith Mort, the former owner of RFS. Mr. Mort assumed the loans associated with the two vehicles with a net book value of $130,492 and an aggregate principal balance of $72,592 at the time of sale, and the Company recognized a loss on disposal of $57,900 during the year ended December 31, 2024.

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Resultsof Operations

FiscalYear Ended December 31, 2024 compared to Year Ended December 31, 2023

The Company’s results of operations for the year ended December 31, 2024 include the results of Two Trees since the acquisition date of December 8, 2023, and include the results of RFS from the acquisition date of December 27, 2023.

	For the Years ended December 31,
	2024		2023
Revenue
Two Trees Distilling	$	1,324,823	$	104,066
RF Specialties		1,039,270		-
Total	$	2,364,093	$	104,066
Cost of Revenue
Two Trees Distilling	$	917,458	$	80,133
RF Specialties		572,606		1,523
Total	$	1,490,064	$	81,656
Gross profit (loss)
Two Trees Distilling	$	407,365	$	23,933
RF Specialties		466,664		(1,523	)
Total	$	874,029	$	22,410

Revenue. Revenue for the year ended December 31, 2024 was $2,364,093 compared to $104,066 for the year ended December 31, 2023. Revenue of $1,324,823 in 2024 is attributable to liquor sales from the acquisition of Two Trees, compared to $104,066 in 2023, and $1,039,270 of revenue in 2024 attributable to product and service income from the acquisition of RF Specialties, compared to $0 in 2023. The RF Specialties business benefited in 2023 from contracts related to the design of industrial drying modules using the Company’s patented radio frequency technology for use in lumber mills. In February 2025, the Company executed contracts with two customers related to the lease of an aggregate of three Spirits Rapid Aging System that are expected to begin producing revenue to the Company in the second half of 2025. The Company expects to drive significant growth in revenue and gross profit in its Two Trees Distilling business from this new revenue stream going forward.

Cost of Sales. Cost of sales for the year ended December 31, 2024 was $1,490,064 compared to $81,656 for the year ended December 31, 2023. Cost of sales for the Company’s Two Trees Distilling operations was $917,458 in 2024 compared to $80,133 in 2023. The increase is due to a full year of operations in 2024 compared to the acquisition in December 2023. The Company’s RF Specialties business incurred costs of sales of $572,606 in 2024, including labor costs of $470,045 related to the product and service income from the acquisition of RF Specialties, compared to $1,523 in 2023.

Operating Expenses. The Company reported operating expenses of $2,376,693 consisting primarily of legal, accounting, payroll, and general business related expenses for the year ended December 31, 2024 compared to $475,009 for the year ended December 31, 2023. The $1,843,784 increase in operating expenses was primarily attributable to a full year of operations with both businesses. Selling, general and administrative expenses was $1,853,335, and included legal, accounting and audit fees related to our public company reporting obligations and increased activity from two operating business lines, including stock-based compensation of $71,938. Operating expenses included salary and wages expense of $175,827 and $0 for the years ended December 31, 2024 and 2023, respectively. Operating expenses included depreciation and amortization expense of $289,631 and $15,126 for the years ended December 31, 2024 and 2023, and a loss of $57,900 on disposal of assets to a related party.

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Total Other Income/Expense. Total other expense was $118,453 for the year ended December 31, 2024 compared to the total other income of $160,927 for the year ended December 31, 2023. The $221,480 change was primarily attributable to a loss of $97,533 loss on impairment of note receivable compare to $0 in 2023, and a gain of $168,855 on the sale of assets in 2023.

Liquidityand Capital Resources

We believe that if we do not raise additional capital over the next 12 months following the filing of this annual report, we may be required to suspend or cease the implementation of our business plans.

As of December 31, 2024 and 2023, our cash balance was $11,159 and $115,111, respectively. We anticipate that our current cash and cash generated from financing activities will be insufficient to satisfy our liquidity requirements for the next 12 months. To date, the Company has incurred operating losses since inception of $2,360,505. At December 31, 2024, the Company had a working capital deficit of $1,244,697.

The Company requires additional funding to meet its ongoing obligations and to fund anticipated operating losses. Management has expressed substantial doubt about our ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on raising capital to fund its initial business plan and ultimately to attain profitable operations. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from this uncertainty.

We expect to incur marketing, professional, and administrative expenses as well as expenses associated with maintaining our filings with the Commission. We will require additional funds during this time and will seek to raise the necessary additional capital. If we are unable to obtain additional financing, we may be required to reduce the scope of our business development activities, which could harm our business plans, financial condition and operating results. Additional funding may not be available on favorable terms, if at all. The Company intends to continue to fund its business by way of equity or debt financing and advances from related parties. Any inability to raise capital as needed would have a material adverse effect on our business, financial condition, and results of operations.

CashFlows

CashUsed in Operating Activities. Net cash used in operating activities for the years ended December 31, 2024 and 2023, was $781,970 and $519,790. The increase was attributable to an increase in net loss from the increase in operations in 2024.

CashUsed in Investing Activities. Net cash used in investing activities for the years ended December 31, 2024 and net cash provided by investing activities for the year ended December 31, 2023, was $6,990 and $39,041, respectively. The decrease was attributable to a decrease in purchase of intangible assets of $19,500 and property and equipment of $88,000 in 2023 to purchases of property and equipment of $6,990 in 2024. The Company had cash proceeds from the sale of certain equipment of $100,000 and $46,541 net assets acquired from acquisitions in 2023.

CashProvided by Financing Activities. Net cash provided by financing activities for the years ended December 31, 2024 and 2023, was $685,008 and $572,145. Net cash provided by financing activities for the year ended December 31, 2024 consisted of $745,000 in proceeds from the sale of common stock, $155,500 in proceeds from related party notes payable, offset by repayments of notes payable to related parties and third parties of $32,500 and $182,982, respectively, and redemption of preferred stock of $10. Net cash provided by financing activities for the year ended December 31, 2023 consisted of $676,349 in proceeds from the sale of common stock, offset by $104,204 repayments of advances payable.

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OffBalance Sheet Arrangements

There are no off-balance sheet arrangements currently contemplated by management or in place that are reasonably likely to have a current or future effect on the business, financial condition, changes in financial condition, revenue or expenses, result of operations, liquidity, capital expenditures and/or capital resources.

RecentAccounting Standards

In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures, which amends the existing segment reporting guidance (ASC Topic 280) to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses that are regularly provided to the CODM and included within each reported measure of segment profit or loss, an amount for other segment items by reportable segment and a description of its composition, the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. The amendments in this update were effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

The Company adopted this standard on a retrospective basis within our annual report for the year ended December 31, 2024, which resulted in additional disclosures in our segment financial information footnote, primarily related to significant segment expenses that are regularly provided to the CODM and included within our reported measure of segment profit or loss. Refer to note 14 for these additional disclosures.

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (DISE), requiring additional disclosure of the nature of expenses included in the income statement. The new standard requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses. The amendments in this update are effective for annual periods beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of our pending adoption of this standard on its consolidated financial statements.

The Company has implemented all new accounting standards that are in effect and that may impact its financial statements and does not believe that there are any other new accounting standards that have been issued that might have a material impact on its financial position or results of operations.

CriticalAccounting Policies and Estimates

The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosures. Estimates and judgments are based on historical experience, forecasted events, and various other assumptions that we believe to be reasonable under the circumstances. Estimates and judgments may vary under different assumptions or conditions. We evaluate our estimates and judgments on an ongoing basis. Our management believes the accounting policies below are critical in the portrayal of our financial condition and results of operations and require management’s most difficult, subjective, or complex judgments.

RevenueRecognition - Net sales from Two Trees include liquor and related products, less excise taxes and customer programs and incentives. Sales from RF Specialties, LLC will include product and services related to sustainable Radio Frequency applications to a wide range of industries including structural engineering, food & beverage, and manufacturing. The Company recognizes revenue by applying the following steps in accordance with Accounting Standards Codification (“ASC”) Topic 606 – Revenue from Contracts with Customers: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied.

The Company recognizes sales when merchandise is shipped from a warehouse directly to wholesale customers (except in the case of a consignment sale). For consignment sales, the Company recognizes sales upon the consignee’s shipment to the customer. Postage and handling charges billed to customers are also recognized as sales upon shipment of the related merchandise. Shipping terms are generally FOB shipping point, and title passes to the customer at the time and place of shipment or purchase by customers at a retail location. For consignment sales, title passes to the consignee concurrent with the consignee’s shipment to the customer. The customer has no cancellation privileges after shipment or upon purchase at retail locations, other than customary rights of return. For service revenue within the Company’s radio frequency applications, the Company recognizes revenue as the services are provided to the customer. The Company’s contracts typically have a single performance obligation, and do not contain a significant financing component.

The Company recognizes deferred revenue for performance obligations not yet satisfied, primarily related to liquor sales not yet shipped. As of December 31, 2024, the Company had $226,066 in unsatisfied performance obligations that it expects to satisfy over the next 12 months, of which $25,366 related to shipment of liquor products and $200,700 related to the Company’s RF Specialties business

Goodwill- Goodwill represents the excess of acquisition cost over the fair value of the net tangible and intangible assets acquired. Goodwill is not amortized and is subject to annual impairment testing on or between annual tests if an event or change in circumstance occurs that would more likely than not reduce the fair value of a reporting unit below its carrying value. In testing for goodwill impairment, the Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances lead to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events and circumstances, the Company concludes that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, it can conclude the assessment. If the Company concludes otherwise, the Company is required to perform a quantitative analysis to determine the amount of impairment. A quantitative analysis is performed at the reporting unit level by comparing the estimated fair value of a reporting unit with its respective carrying value to determine the amount of impairment, if any. The Company has determined that it has two reporting units. During the years ended December 31, 2024, and 2023, no impairment expense was recognized.

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, 2024, and 2023, no impairment expense was recognized.

ITEM

7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable to a “smaller reporting company” as defined in Rule 12b-2 of the Exchange Act.

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ITEM

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Index

to Financial Statements

As

of December 31, 2024 and 2023

and

for the Years Ended December 31, 2024 and 2023

Report of Independent Registered Public Accounting Firm (PCAOB ID 2738)	F-1
Consolidated Balance Sheets	F-2
Consolidated Statements of Operations	F-3
Consolidated Statement of Changes in Stockholders’ Equity (Deficit)	F-4
Consolidated Statements of Cash Flows	F-5
Notes to Consolidated Financial Statements	F-6

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REPORT

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of MDwerks, Inc.

Opinionon the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of MDWerks, Inc. (the Company) as of December 31, 2024 and 2023, and the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for each of the years in the two-year period ended December 31, 2024 and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2024, 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 2 to the financial statements, the Company suffered a net loss from operations and has an accumulated deficit, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are discussed in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basisfor Opinion

These consolidated 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 provides a reasonable basis for our opinion.

CriticalAudit Matter

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

Going Concern

Due to the net loss for the year, the Company evaluated the need for a going concern.

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

As discussed in Note 2, the Company suffered a net loss from operations and has an accumulated deficit for the year ended December 31, 2024.

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

/s/M&K<br> CPAS, PLLC
We<br> have served as the Company’s auditor since 2022

The Woodlands, TX

March 25, 2025

PCAOB

ID #2738

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MDwerks,

Inc.

Consolidated

Balance Sheets

			December 31, 2023
Assets
Current Assets
Cash	11,159		$	115,111
Note receivable	-			97,533
Accounts receivable, net	109,142			106,734
Inventory	236,863			201,207
Prepaid expenses	17,000			28,632
Total Current Assets	374,164			549,217
Fixed assets, net	585,025			496,890
Intangible assets, net	558,784			615,161
Right-of-use asset	915,803			1,105,152
Goodwill	466,648			466,648
Other non-current assets	16,010			-
Total Assets	2,916,434		$	3,233,068
Liabilities and Stockholders’ Equity (Deficit)
Current Liabilities
Accounts payable and accrued expenses	822,111		$	668,748
Accounts payable related party	46,812			-
Notes payable	134,557			96,404
Notes payable – related party	123,000			-
Notes payable	123,000			-
Deferred revenue	226,066			52,779
Right-of-use liability, current portion	266,315			249,175
Total Current Liabilities	1,618,861			1,067,106
Notes payable, net of current portion	231,370			92,830
Right-of use liability, net of current portion	695,175			912,915
Total Liabilities	2,545,406			2,072,851
Stockholders’ Equity (Deficit)
Preferred stock, par value 0.001; 10,000,000 shares authorized, of which 0 and 8,957,500 were issued and outstanding	-			8,958
Common stock, par value 0.001; 300,000,000 shares authorized, of which 204,744,872 and 198,724,868 shares were issued and outstanding at December 31, 2024 and 2023, respectively	204,745			198,725
Additional paid in capital	2,511,788			1,691,922
Subscription payable	15,000			-
Accumulated deficit	(2,360,505	)		(739,388	)
Total Stockholders’ Equity (Deficit)	371,028			1,160,217
Total Liabilities and Stockholders’ Equity (Deficit)	2,916,434		$	3,233,068

All values are in US Dollars.

The

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

| F-2 |

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MDwerks,

Inc.

Consolidated

Statements of Operations

	2024			2023
	For the Years Ended<br> December 31,
	2024			2023
Revenues	$	2,364,093		$	104,066
Cost of revenues		1,490,064			81,656
Gross profit		874,029			22,410
Operating expenses:
Selling, general and administrative expenses		1,853,335			459,883
Salaries and wages		175,827			-
Depreciation and amortization expense		289,631			15,126
Loss on sale of assets, related party		57,900			-
Total operating expenses		2,376,693			475,009
Operating loss		(1,502,664	)		(452,599	)
Other income (expense):
Gain (loss) on sale of assets		-			168,855
Loss on impairment of note receivable		(97,533	)		-
Other income		2,500			2,533
Interest expense, net		(23,420	)		(10,461	)
Total other income (expense)		(118,453	)		160,927
Net loss	$	(1,621,117	)	$	(291,672	)
Net loss per common share – basic	$	(0.01	)	$	(0.00	)
Net loss per common share – diluted	$	(0.01	)	$	(0.00	)
Weighted average common shares outstanding
Basic		201,542,775			129,422,897
Diluted		201,542,775			129,422,897

The

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

| F-3 |

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MDwerks,

Inc.

Consolidated

Statement of Changes in Stockholders’ Equity (Deficit)

	Shares			Amount			Shares		Amount		Capital		Payable		Deficit			Total
	Preferred Stock						Common Stock				Additional<br> <br><br> <br>Paid-in		Subscription		Accumulated
	Shares			Amount			Shares		Amount		Capital		Payable		Deficit			Total
Balance December 31, 2022		8,957,500		$	8,958			122,260,208	$	122,260	$	201,531	$	-	$	(447,716	)	$	(114,967	)
Common Shares sold for cash		-			-			8,964,660		8,965		667,384				-			676,349
Common Shares issued for acquisitions		-			-			67,500,000		67,500		817,500				-			885,000
Imputed interest		-			-			-		-		5,507				-			5,507
Net loss		-			-			-		-		-		-		(291,672	)		(291,672	)
Balance December 31, 2023		8,957,500		$	8,958			198,724,868	$	198,725	$	1,691,922	$	-	$	(739,388	)	$	1,160,217
Balance		8,957,500		$	8,958			198,724,868	$	198,725	$	1,691,922	$	-	$	(739,388	)	$	1,160,217
Common shares sold for cash		-			-			5,020,004		5,020		739,980				-			745,000
Common shares to be issued for royalty agreement		-			-			-		-		-		15,000		-			15,000
Redemption of Preferred Stock		(8,957,500	)		(8,958	)						8,948							(10	)
Stock based compensation		-			-			1,000,000		1,000		70,938				-			71,938
Net loss		-			-			-		-		-		-		(1,621,117	)		(1,621,117	)
Balance December 31, 2024		-		$	-			204,744,872	$	204,745	$	2,511,788	$	15,000	$	(2,360,505	)	$	371,028
Balance		-		$	-			204,744,872	$	204,745	$	2,511,788	$	15,000	$	(2,360,505	)	$	371,028

The

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

| F-4 |

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MDwerks,

Inc.

Consolidated

Statements of Cash Flows

	December 31, 2024			December 31, 2023
	Year Ended
	December 31, 2024			December 31, 2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(1,621,117	)	$	(291,672	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		289,631			15,126
Gain/Loss on sale of assets		57,900			(168,855	)
Loss on impairment of note receivable		97,533			-
Stock-based compensation		71,938			-
Common stock to be issued for royalty agreement		15,000			-
Imputed interest		-			5,507
Allowance for credit losses		39,176			20,420
Interest income		-			(2,533	)
Changes in operating assets and liabilities:
Accounts receivable		(41,584	)		(11,494	)
Prepaid expense		(17,000	)		1,429
Inventory		(35,656	)		1,277
Right-of-use asset		189,349			9,881
Accounts payable		153,361			(82,061	)
Accounts payable related party		46,812			-
Deferred revenue		173,287			(7,288	)
Right-of-use liability		(200,600	)		(9,527	)
NET CASH USED IN OPERATING ACTIVITIES		(781,970	)		(519,790	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of intangible assets		-			(19,500	)
Proceeds from sale of property and equipment		-			100,000
Net assets acquired from acquisitions		-			46,541
Purchase of property and equipment		(6,990	)		(88,000	)
NET CASH (USED IN)/PROVIDED BY INVESTING ACTIVITIES		(6,990	)		39,041
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from related party notes payable		155,500			-
Redemption of preferred stock		(10	)		-
Repayment of notes payable		(182,982	)		-
Repayment of notes payable related party		(32,500	)		-
Repayment of advances payable		-			(104,204	)
Proceeds from subscription agreements		745,000			676,349
NET CASH PROVIDED BY FINANCING ACTIVITIES		685,008			572,145
NET CHANGE IN CASH		(103,952	)		91,396
CASH - BEGINNING OF YEAR		115,111			23,715
CASH - END OF PERIOD	$	11,159		$	115,111
Supplemental disclosures of cash flow information:
Cash paid for interest	$	-		$	-
Cash paid for taxes	$	-		$	-
Supplemental disclosure of non-cash investing and financing activities
Property and equipment acquired with notes payable	$	444,891		$	-
Note receivable issued for asset sale	$	-		$	95,000
Common stock issued for acquisitions	$	-		$	885,000

The

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

| F-5 |

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MDwerks,

Inc.

Notes

to Consolidated Financial Statements

For

the Years Ended December 31, 2024 and 2023

NOTE

1 - ORGANIZATION AND DESCRIPTION OF THE BUSINESS

MDwerks, Inc. (the “Company”), a Delaware corporation, was focused on effecting a “reverse merger,” capital exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more unrelated businesses (the “Business Combination”) that would benefit from the Company’s public reporting status.

On February 13, 2023, the Company entered into a Merger Agreement (the “Merger Agreement”), by and between the Company, MD-TT Merger Sub, Inc., a wholly owned subsidiary of the Company (“Merger Sub”) and Two Trees Beverage Co. (“Two Trees”).

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”). Immediately following the Exchange, Two Trees became a wholly owned subsidiary of the Company. The Merger closed on December 8, 2023.

RF

Specialties, LLC (“RFS”) is an innovative company pushing the boundaries of sustainable Radio Frequency applications. For over 12 years, RF Specialties has addressed companies’ most pressing challenges by implementing automated Radio Frequency Technology in a sustainable way reducing energy costs and increasing speed to market when compared to traditional methods. By bringing Radio Frequency applications to market RFS has successfully elevated a wide range of industries including structural engineering, food & beverage, and manufacturing. As discussed below, on January 25, 2023, the Company entered into an Exchange Agreement (the “Exchange Agreement”), dated as of January 19, 2023, by and between the Company, RFS and Keith A. Mort as the sole member of RFS. Pursuant to the terms of the Exchange Agreement, the Company agreed to acquire from Mr. Mort, and Mr. Mort agreed to sell to the Company, 100% of the equity interests and membership interests of RFS, in exchange for the issuance by the Company to Mr. Mort of 7,500,000 shares of the Company’s common stock (the “Exchange”). Immediately following the closing of the Exchange on December 27, 2023, RFS became a wholly owned subsidiary of the Company.

NOTE

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basisof Presentation - The financial statements present the financial position, results of operations and cash flows of the Company in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Two Trees Beverage Company, Prost Beverage Co, Radio Aged Beer LLC, RF Kettle Company LLC, Two Trees, Distilling, RAS LLC, (collectively referred to as “Two Trees”) and RF Specialties, LLC. All intercompany accounts, transactions and balances have been eliminated in consolidation.

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Cashand Cash Equivalents - The Company considers all highly liquid instruments with original maturities of three months or less when acquired, to be cash equivalents. The Company had $11,159 cash equivalents at December 31, 2024 and $115,111 cash at December 31, 2023.

IncomeTaxes - The Company complies with the accounting and reporting requirements of US GAAP in accounting for income taxes. The Company uses the asset and liability approach to financial reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax basis of assets and liabilities that will result in future taxable or deductible amounts and are based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred income tax assets to the amount expected to be realized.

The Company also complies with US GAAP in accounting for uncertain tax positions. A tax benefit from an uncertain position may be recognized only if it is “more likely than not” that the position is sustainable based on its technical merits. Based on its analysis, the Company has determined that it has not incurred any liability for unrecognized tax benefits as of December 31, 2024 and December 31, 2023. However, the Company’s conclusions may be subject to review and adjustment at a later date based on factors including, but not limited to, on-going analyses of and changes to tax laws, regulations, and interpretations thereof. The Company recognizes interest and penalties related to unrecognized tax benefits in interest expense and other expenses, respectively. No interest expense or penalties have been recognized as of and for the years ended December 31, 2024 and December 31, 2023.

LossPer Share -Earnings per share is computed based on the weighted average number of common shares outstanding.

Basic (loss) per share excludes dilution and is computed by dividing (loss) available to common stockholders by the weighted average common shares outstanding for the year. Diluted loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. In the fiscal years ended December 31, 2024 and December 31, 2023, there were no options, warrants or derivative securities outstanding.

Useof Estimates and Assumptions - The preparation of financial statements in accordance with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results can, and in many cases will, differ from those estimates.

PrepaidExpenses and Other Assets - Prepaid expenses primarily consist of prepaid purchases, insurance, income tax refund receivable, and various other expenses. These amounts are recognized as an expense in the period the related service or benefit is received.

AccountsReceivable and the Allowances for Credit losses - Accounts receivable are recorded in the period when the right to receive payment or other consideration becomes unconditional. Accounts receivable are recorded at the invoiced amount and do not earn interest. The Company maintains an allowance for credit losses based upon the best estimate of probable credit losses in existing accounts receivable. The Company determines the allowance based upon individual accounts when information indicates the customers may have an inability to meet their financial obligations, as well as historical collection and write-off experience. The Company had an accounts receivable balance of $109,142 net of $26,710 allowance for doubtful accounts as of December 31, 2024. The Company had bad debt expense of $39,176 and $20,420 as of December 31, 2024 and 2023, respectively. The company had an accounts receivable balance of $106,734 as of December 31, 2023. As of December 31, 2024, the Company had two customers that accounted for 50% and 10% of total accounts receivable. As of December 31, 2023, the Company had three customers that accounted for 25%, 17%, and 10% of total accounts receivable.

Fairvalue of financial instruments - The Company measures its financial and non-financial assets and liabilities, as well as makes related disclosures, in accordance with FASB Accounting Standards Codification No. 820, Fair Value Measurement (“ASC 820”), which provides guidance with respect to valuation techniques to be utilized in the determination of fair value of assets and liabilities. Approaches include, (i) the market approach (comparable market prices), (ii) the income approach (present value of future income or cash flow), and (iii) the cost approach (cost to replace the service capacity of an asset or replacement cost). ASC 820 utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:

Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

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Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

Level 3: Unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one more significant inputs or significant value drivers are unobservable.

The carrying values of the Company’s accounts payable and accrued liabilities, advances payable, and convertible notes payable, approximate their fair value due to their short-term nature. The Company has no assets or liabilities measured at fair value on a recurring basis. The Company’s goodwill and intangible asses were valued using level 3 inputs at the time of acquisition.

GoingConcern - These financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the discharge of liabilities in the normal course of business for the foreseeable future. As reflected in the accompanying financial statements, the Company had a net loss of $1,621,117 and an accumulated deficit of $2,360,505 as of and for the year ended December 31, 2024. Although management believes that it will be able to successfully execute a business combination, which includes third party financing and the raising of capital to meet the Company’s future liquidity needs, there can be no assurances in this regard. These matters raise substantial doubt about the Company’s ability to continue as a going concern.

The Company recognizes sales when merchandise is shipped from a warehouse directly to wholesale customers (except in the case of a consignment sale). For consignment sales, , the Company recognizes sales upon the consignee’s shipment to the customer. Postage and handling charges billed to customers are also recognized as sales upon shipment of the related merchandise. Shipping terms are generally FOB shipping point, and title passes to the customer at the time and place of shipment or purchase by customers at a retail location. For consignment sales, title passes to the consignee concurrent with the consignee’s shipment to the customer. The customer has no cancellation privileges after shipment or upon purchase at retail locations, other than customary rights of return. For service revenue within the Company’s radio frequency applications, the Company recognizes revenue as the services are provided to the customer. The Company’s contracts typically have a single performance obligation, and do not contain a significant financing component.

The

Company recognizes deferred revenue for performance obligations not yet satisfied, primarily related to liquor sales not yet shipped. As of December 31, 2024, the Company had $226,066 in unsatisfied performance obligations that it expects to satisfy over the next 12 months.

During the year ended December 31, 2024, the Company’s revenue consisted of liquor sales resulting from the acquisition of Two Trees and labor costs related to the product and service income resulting from the acquisition of RF Specialties.

For the year ended December 31, 2024, the Company had one customer who accounted for 25% of total revenue.

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Inventory- Inventories primarily consist of bulk and bottled liquor and raw materials and are stated at the lower of cost or market. Cost is determined using an average costing methodology, which approximates cost under the first-in, first-out (“FIFO”) method. A portion of the Company’s finished goods inventory is held in warehouses located in several states that maintain control over the alcohol beverage distribution process until it is sold into the retail distribution channel within those states. The Company regularly monitors inventory quantities on hand and records write-downs for excess and obsolete inventories based primarily on the Company’s estimated forecast of product demand and production requirements. Such write-downs establish a new cost basis of accounting for the related inventory.

IntangibleAssets - Intangible assets, consisting of trade names, developed technology, and customer relationships, are accounted for in accordance with ASC 350 “Intangibles - Goodwill and Other”. Intangible assets that have finite lives are amortized using the straight-line method over their estimated useful lives of three to fifteen years.

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.

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 five years, vehicles are depreciated over five years, and computer and equipment are depreciated over three years. Expenditures for renewals and betterments that extend the useful lives of or improve existing property or equipment are capitalized. Expenditures for maintenance and repairs are expensed as incurred. Depreciation is recorded using the straight-line method over the estimated useful lives of the assets as follows:

SCHEDULE OF PROPERTY AND EQUIPMENT

Category	Estimated Useful Lives
Machinery and equipment	3-7 years
Vehicles	5 years
Furniture & Fixtures	5 years
Computers	3 years

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

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

Stock-BasedCompensation - The Company measures stock-based compensation at the estimated fair value on the grant date and recognizes the amortization of stock-based compensation expense on a straight-line basis over the requisite service period, or when it is probable criteria will be achieved for performance-based awards. Fair value is determined based on assumptions related to the fair value of the Company common stock, stock volatility and risk-free rate of return. The Company has elected to recognize forfeitures when realized.

ExciseTaxes - The Company is responsible for compliance with the Alcohol and Tobacco Tax and Trade Bureau (“TTB”) regulations, which includes making timely and accurate excise tax payments. The Company is subject to periodic compliance audits by the TTB. Individual states also impose excise taxes on alcoholic beverages in varying amounts. The Company calculates its excise tax expense based upon units produced and on its understanding of the applicable excise tax laws. Excise taxes totaled $32,127 and $595 for the years ended December 31, 2024, and 2023, respectively.

SegmentReporting - Financial Accounting Standard Board (“FASB”) ASC Topic 280, “Segment Reporting,” requires annual and interim reporting for an enterprise’s operating segments and related disclosures about its products, services, geographic areas and major customers. An operating segment is defined as a component of an enterprise that engages in business activities from which it may earn revenues and expenses, and about which separate financial information is regularly evaluated by the chief operating decision maker in deciding how to allocate resources.

Segment information is prepared on the same basis that our CEO, who is our Chief Operating Decision Maker (“CODM”), manages our segments, evaluates financial results, and makes key operating decisions. The Company has two reportable operating segments, 1) RF Specialties, which derives its revenue from developing sustainable radio frequency (RF) applications, and 2) Two Tress Distilling, which derives its revenue from the sale of liquor beverages. The CODM uses net income from operations to evaluate and make key operating decisions.

Reclassifications– Certain prior period amounts have been reclassified to conform to current period presentation.

RecentlyIssued Accounting Pronouncements - From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the effect of recently issued standards that are not yet effective will not have a material effect on its financial position or results of operations upon adoption.

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NOTE

3 - INVENTORY

Inventories primarily consist of bulk and bottled liquor and raw materials and are stated at the lower of cost or market. Cost is determined using an average costing methodology, which approximates cost under the first-in, first-out (“FIFO”) method. A portion of the Company’s finished goods inventory is held in warehouses located in several states that maintain control over the alcohol beverage distribution process until it is sold into the retail distribution channel within those states. The Company regularly monitors inventory quantities on hand and records write-downs for excess and obsolete inventories based primarily on the Company’s estimated forecast of product demand and production requirements. Such write-downs establish a new cost basis of accounting for the related inventory.

Inventories consisted of the following as of December 31:

SCHEDULE OF INVENTORY

	2024		2023
Raw materials and packaging	$	38,189	$	78,352
Finished goods		198,674		122,855
Total inventories	$	236,863	$	201,207

NOTE

4 – FIXED ASSETS, NET

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

SCHEDULE OF FIXED ASSETS, NET

	2024			2023
Machinery and equipment	$	516,255		$	220,984
Furniture and office equipment		253,851			133,890
Vehicles		-			142,306
Buildings		10,497			10,497
Total Property and equipment		780,603			507,677
Less accumulated depreciation		(195,578	)		(10,787	)
Total property and equipment, net	$	585,025		$	496,890

On August 25, 2023, the Company entered an asset purchase agreement with an unrelated company, Dream Workz Automotive LLC, a Colorado limited liability company (“Dream Workz”). Pursuant to this agreement, the Company sold certain tangible manufacturing assets to Dream Workz for a purchase price of $195,000 (the “Purchase Price”). The Purchase Price was paid in a combination of cash in the amount of $100,000 and a promissory note in the amount of $95,000 (the “Note”). The Note is unsecured and bears interest at the rate of 8% per annum commencing as of August 25, 2023. The Note matures on August 25, 2029 and is due in full at maturity. During the year ended December 31, 2024, the Company recognized a loss on impairment of the note receivable and accrued interest of $97,533.

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Assetpurchase agreements

Prior

to its acquisition by the Company on December 27, 2023, RFS entered into two asset purchase agreements to acquire certain tools and equipment. The Company received assets under one agreement in December 2023, totaling $97,363. The assets are included in property and equipment on the Company’s consolidated balance sheet. The Company assumed the liability of $88,674 as part of the Exchange Agreement with RFS. The agreement requires monthly payments through October 2026.

On

January 31, 2024, the Company received assets under the second purchase agreement totaling $444,891. The assets are included in property and equipment on the Company’s consolidated balance sheet. The Company assumed the liability of $444,891 as part of the Exchange Agreement with RFS. The Exchange Agreement requires monthly payments through March 2030.

In

May 2024, the Company entered into two bill of sale agreements to sell two vehicles to Keith Mort, the former owner of RFS. Mr. Mort assumed the loans associated with the two vehicles with a net book value of $130,492 and an aggregate principal balance of $72,592 at the time of sale, and the Company recognized a loss on disposal of $57,900 during the year ended December 31, 2024, included in loss on disposal of assets on the consolidated statement of operations.

As

of December 31, 2024 and 2023, the Company owed $344,343 and $88,674 under the notes payable, respectively.

Depreciation

expense totaled $233,254 and $10,787 for the years ended December 31, 2024, and 2023, respectively.

NOTE

5 – INTANGIBLE ASSETS, NET

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

SCHEDULE OF INTANGIBLE ASSETS, LESS ACCUMULATED AMORTIZATION

	2024			2023
Trade names and license, 10 year estimated useful life	$	359,500		$	359,500
Developed technology, 15 year estimated useful life		140,000			140,000
Customer relationships, 10 year estimated useful life		120,000			120,000
Total intangible assets		619,500			619,500
Less accumulated amortization		(60,716	)		(4,339	)
Total intangible assets, net	$	558,784		$	615,161

Total

amortization expense for the years ended December 31, 2024 and 2023 was $56,377 and $4,339, respectively. The Company expects to recognize amortization expense of $56,432 annually in each of the next five years.

On

February 5, 2024, the Company, through its wholly owned subsidiary, Two Trees Beverages, entered into a new 15-year license agreement with Shine Time, LLC, licensing territories for Tim Smith Spirits® expanding its territories beyond the United States to include all members of the European Union, the United Kingdom, Norway, Switzerland, Iceland, Serbia, Turkey and Ukraine. The Company agreed to pay a royalty of 9% on branded products covered by the license agreement, or 4.5% of any sublicensed revenue under the agreement. During the year ended December 31, 2024, the Company paid $79,688 to Shine Time, LLC pursuant to the license agreement. An additional $112,500 was due under the terms of the license agreement by April 1, 2024. As of the filing date of this Annual Report on Form 10-K, the Company has not paid such amount. The Company also agreed to issue to Shine Time, LLC 300,000 shares of the Company’s common stock with a fair value of $15,000. Such shares have not been issued as of the date of this report. As of December 31, 2024, the royalty payable balance was $170,274, and is included in accounts payable on the Company’s consolidated balance sheet.

NOTE

6 – NOTE RECEIVABLE

During

the year ended December 31, 2023, the Company sold certain fixed assets for $195,000. At the time of the sale $100,000 cash proceeds were received and the Company received a note receivable for $95,000. The net book value of the asset at the time of sale was $26,145. A gain of $168,855 was recorded in the year ended December 31, 2023, for the sale of equipment. The note is payable in full at maturity on August 25, 2029, and accrues interest at the rate of 8% per year. During the year ended December 31, 2024, the Company impaired the note receivable. The note receivable balance as of December 31, 2024 and 2023, was $0 and $97,533 including interest income of $0 and $2,533, respectively. During the year ended December 31, 2024, the Company impaired the note receivable. The Company recorded a loss of $97,533 during the year ended December 31, 2024.

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NOTE

7 - ACQUISITIONS

TwoTrees

The

Company completed the Merger on the Merger Closing Date pursuant to the Merger Agreement. Pursuant to the terms of the Merger Agreement, on the Merger Closing Date of the Merger, the Company issued 60,000,000 shares of its common stock, $0.001 par value per share, (the “Company Common Stock”) which was apportioned among the Two Trees stockholders, pro rata, based on the number of shares of Two Trees common stock, par value $0.0001 per share (the “Two Trees Common Stock”) held by each of the Two Trees stockholders as of the closing of the Merger (the “Merger Consideration”). Upon completion of the Merger, all 12,045,277 shares of Two Trees common stock were cancelled in exchange for the right of the Two Trees stockholders to receive the Merger Consideration. Each share of common stock of Merger Sub issued and outstanding immediately prior to the effective time of the Merger was converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, $0.001 par value per share, of Two Trees as the surviving corporation.

RFSpecialties

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.

UnauditedPro Forma Financial Information

The following table sets forth the pro-forma consolidated results of operations for the years ended December 31, 2024 and 2023 as if the Exchange agreement with RF Specialties and the Merger agreement with Two Trees occurred on January 1, 2023. The pro forma results of operations are presented for informational purposes only and are not indicative of the results of operations that would have been achieved if the acquisitions had taken place on the dates noted above, or of results that may occur in the future.

SCHEDULE

OF UNAUDITED PROFORMA A FINANCIAL INFORMATION

	2024			2023
	Year ended December 31,
	2024			2023
Revenue	$	2,364,093		$	2,283,567
Operating loss		(1,502,664	)		(1,253,970	)
Net loss		(1,621,117	)		(1,093,089	)
Net loss per common share	$	(0.01	)	$	(0.01	)
Weighted Average common shares outstanding		201,542,775			193,059,884

NOTE

8 - NOTES PAYABLE

The Company has the following outstanding notes payable:

SCHEDULE

OF NOTES PAYABLE

Loans	Origination Date			Balance as of<br><br> December 31, 2024		Balance as of<br><br> December 31, 2023
Asset purchase agreement notes	December 1, 2023 and January 31, 2024	0.00	%	$	344,343	$	88,674
Termination Agreement	December 31, 2021	0.13	%		21,584		21,584
Loan Payable - Mercedes	September 19, 2022	6.79	%		-		60,008
Loan Payable – Dodge	June 18, 2022	0.00	%		-		18,968
Advances Payable – Related parties	Various	10.00	%		123,000		-
Total				$	488,927	$	189,234

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

SCHEDULE

OF FUTURE MINIMUM PAYMENTS OF LOANS PAYABLE

	Year Ending
	December 31,
2025	$	257,557
2026		87,483
2027		60,341
2028		51,274
2029 and Thereafter		32,272
Total loans payable	$	488,927

The

Company received advances aggregating $104,204 from two non-related parties during the year ended December 31, 2022 to cover legal, accounting, and other various public company related operating expenses. The advances are unsecured, non-interest bearing and are due on demand. During the year ended December 31, 2023, the Company repaid $104,204 in cash of the advances. The balance as of December 31, 2024 and 2023 is $0.

During the year ended December 31, 2020, the Company entered into a termination agreement and agreed to pay the sum of $50,000, pursuant to the agreement. During the year ended December 31, 2021, the Company issued a promissory note payable in the amount of $31,584 at the rate of 0.13% per annum, with a maturity date on or before January 1, 2025, for settlement of the $50,000 agreed upon in the termination agreement. During the year ended December 31, 2023, the Company made a payment of $10,000. The balance as of December 31, 2024, and December 31, 2023, is $

21,584

Prior

to its acquisition by the Company on December 27, 2023, RFS entered into two asset purchase agreements to acquire certain tools and equipment. The Company received assets under one agreement in December 2023, totaling $97,363. The assets are included in property and equipment on the Company’s consolidated balance sheet. The Company assumed the liability of $88,674 as part of the Exchange agreement with RF Specialties. The agreement requires monthly payments through October 2026.

On

January 31, 2024, the Company received assets under the second purchase agreement totaling $444,891. The assets are included in property and equipment on the Company’s consolidated balance sheet. The Company assumed the liability of $444,891 as part of the Exchange Agreement with RFS. The agreement requires monthly payments through March 2030.

In May 2024, the Company sold two vehicles and transferred the related loans to Mr. Mort. See Notes 4 and 11.

During

the year ended December 31, 2024, the Company received a total of $155,500 in proceeds from shareholders. The loans included interest of 10% and $32,500 was repaid in 2024. The advances 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.

Interest

expense of $23,420 and $10,461 was recorded in the years ended December 31, 2024, and 2023, respectively, of which $5,507 for the year ended December 31, 2023 was imputed interest on the termination agreement. Accrued interest as of December 31, 2024, and December 31, 2023, was $7,637 and $0, respectively.

NOTE

9 - CAPITAL STOCK

Preferredstock

The

Company is authorized to issue 10,000,000 shares of preferred stock, $0.001 par value, with such designations, rights and preferences as may be determined from time to time by the Board of Directors, of which 10,000,000 shares are designated Series A Convertible Preferred.

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On June 15, 2014, the Company designated the Series A Convertible Preferred so that each share shall hold with it conversion rights of one hundred (100) shares of common stock for every share of Series A Preferred stock held, and that each share of Series A Preferred stock will also hold with it the same number of common share votes prior to conversion as it would if fully converted to be used in voting on any company matter requiring a vote of shareholders.

On

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 and 2023, there were 0 and 8,957,500 shares of Series A Convertible Preferred Stock issued and outstanding, respectively.

Commonstock

The

Company is authorized to issue 300,000,000 shares of Common stock, $0.001 par value, with such designations, rights and preferences as may be determined from time to time by the Board of Directors.

During

the year ended December 31, 2024, the Company sold a total of 5,020,004 shares of common stock to accredited investors for total cash proceeds of $745,000.

During

the year ended December 31, 2024, the Company issued a total of 1,000,000

shares of common stock to officers and directors

for services under the employment agreements discussed in Note 10. The Company recorded stock-based compensation of $71,938

under the employment and Independent Director

agreements, based on the common stock prices ranging from $0.10 to $ 0.16 on the respective grant dates. See Note 10.

As

part of the license agreement disclosed in Note 11, the Company agreed to issue 300,000 restricted shares of common stock with a fair value of $15,000 based on the fair value of the Company’s stock at the grant date. The shares have not been issued to date, and the fair value is included in subscriptions payable on the Company’s consolidated balance sheet

During

the year ended December 31, 2023, the Company issued a total of 8,964,660 shares of common stock to accredited investors for total cash proceeds of $676,349.

During

the year ended December 31, 2023, the Company issued a total of 67,500,000 shares of common stock, with a fair value of $885,000, for the acquisitions of Two Trees and RF Specialties, LLC.

At

December 31, 2024 and 2023, there were 204,744,872 and 198,724,868 shares issued and outstanding, respectively.

Warrants

During the year ended December 31, 2023, the Company issued warrants in connection with the sale of common stock to investors. The following table represents warrant activity during the years ended December 31, 2024 and 2023:

SCHEDULE

OF WARRANT ACTIVITY

		Weighted Average Exercise Price
Outstanding at December 31, 2022	-		-
Granted	17,262,656		1.50
Forfeited, cancelled	-		-
Outstanding at December 31, 2023	17,262,656	$	1.50
Granted	-		-
Forfeited, cancelled	-		-
Outstanding at December 31, 2024	17,262,656	$	1.50
Exercisable at December 31, 2024	17,262,656	$	1.50

The

warrants had a weighted average remaining life of 3.65 years and no intrinsic value as of December 31, 2024.

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Stockoptions

During the year ended December 31, 2023, in connection with the acquisition of Two Trees, the Company issued common stock options to purchase the Company’s common stock to employees of Two Trees in replacement of their previously outstanding stock options of Two Trees. The following is a summary of activity of outstanding stock options during the year ended December 31, 2024:

SCHEDULE

OF ACTIVITY OF OUTSTANDING STOCK OPTIONS

			Weighted
			Average
	Number		Exercise
	of Options		Prices
Balance, December 31, 2023		-	$	-
Granted		4,650,685		0.36
Cancelled		-		-
Balance, December 31, 2023		4,650,685	$	0.36
Granted		-		-
Cancelled		-		-
Balance, December 31, 2024		4,650,685	$	0.36
Exercisable, December 31, 2024		4,650,685	$	0.36

The

options had a weighted average remaining life of 8.94 years and no intrinsic value as of December 31, 2024.

NOTE

10 - COMMITMENTS AND CONTINGENCIES

In the ordinary course of business, the Company may become a party to lawsuits involving various matters. The impact and outcome of litigation, if any, is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm its business. The Company believes the ultimate resolution of any such current proceeding will not have a material adverse effect on our continued financial position, results of operations or cash flows.

On

April 22, 2024, the Company entered into a broker agreement with a third party. Under the agreement, the Company will pay a monthly fee of $1,500, and a commission of 12% of any revenue from customers introduced by the broker, less any promotional expenses incurred by the Company. The agreement is cancellable by either party with 60 days’ notice, and in the event of termination, the commissions shall continue for a period of one year from the termination date. The Company incurred fees of $15,000 and commissions of $1,125 during the year ended December 31, 2024, and owed the broker $5,625 as of December 31, 2024.

On November 6, 2024, the Company entered into an employment agreement with its CEO, Steve Laker. The agreement specifies an annual salary of $180,000 through December 31, 2025, $225,000 2026, $250,000 for 2027, $300,000 for 2028 and $350,000 for 2029. Mr. Laker is also eligible to receive a cash performance-based bonus for any quarter over the next two years where the Company’s gross revenue has increased by at least 25% compared to the previous year quarter. The bonus per quarter would be 25% of Mr. Laker’s then-current base salary. After two years, for any calendar year where gross revenue has increased at least 10%, 15% or 25%, Mr. Laker will be eligible to a bonus of 50%, 100% or 150%, respectively, of his then-current base salary, and is payable 50% in cash and 50% in Company stock vesting over the following 24 months. Upon execution of the agreement, the Company will issue 500,000 shares of common stock to Mr. Laker, with 25% vesting on January 1, 2025 and the remainder monthly from January 1, 2026 through December 31, 2028. During the year ended December 31, 2024, the Company issued a total of 500,000 shares to Mr. Laker, valued at $102,500, based on the common stock price at the date of grant. The Company recognized expense of $12,250 for these awards and expects to recognize an additional $36,750 through the end of the vesting period. Additionally, Mr. Laker is eligible to receive an additional 3,000,000 shares of common stock based on performance benchmarks tied to certain revenue targets, with targets ranging from $5,000,000 to $50,000,000. These performance awards had a grant date fair value of $294,000. The Company recognized no expense during the year ended December 31, 2024 related to these awards as vesting was not deemed probable. The expense related to the performance awards will be recognized when vesting becomes probable. The agreement has an initial term of five years, and renewal automatically unless written notice is provided 90 days prior. The agreement can be terminated by the Company for cause with 90 days notice. In the event of termination of Mr. Laker without cause, Mr. Laker will receive one year of his then-current base salary, and all stock awards under the agreement will become fully vested.

| F-16 |

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On November 6, 2024, the Company entered into an employment agreement with its Executive Chairman James Cassidy. The agreement specifies an annual salary of $180,000 through December 31, 2025, $225,000 2026, $250,000 for 2027, $300,000 for 2028 and $350,000 for 2029. Mr. Cassidy is also eligible to receive a cash performance-based bonus for any quarter over the next two years where the Company’s gross revenue has increased by at least 25% compared to the previous year quarter. The bonus per quarter would be 25% of Mr. Cassidy’s then-current base salary. After two years, for any calendar year where gross revenue has increased at least 10%, 15%, or 25% Mr. Cassidy will be eligible to a bonus of 50%, 100% or 150%, respectively, of his then-current base salary, and is payable 50% in cash and 50% in Company stock vesting over the following 24 months. Upon execution of the agreement, the Company will issue 500,000 shares of common stock to Mr. Cassidy, with 25% vesting on January 1, 2025 and the remainder monthly from January 1, 2026 through December 31, 2028. During the year ended December 31, 2024, the Company issued a total of 500,000 shares to Mr. Cassidy, valued at $49,000 based the common stock price at the date of grant. The Company recognized stock based compensation expense of $12,250 for these awards and expects to recognize an additional $36,750 through the end of the vesting period. Additionally, Mr. Cassidy is eligible to receive an additional 3,000,000 shares of common stock based on performance benchmarks tied to certain revenue targets, with targets ranging from $5,000,000 to $50,000,000. These performance awards had a grant date fair value of $294,000. The Company recognized no expense during the year ended December 31, 2024 related to these awards as vesting was not deemed probable. The expense related to the performance awards will be recognized when vesting becomes probable. The agreement has an initial term of five years, and renewal automatically unless written notice is provided 90 days prior. The agreement can be terminated by the Company for cause with 90 days notice. In the event of termination of Mr. Cassidy without cause, Mr. Cassidy will receive one year of his then-current base salary, and all stock awards under the agreement will become fully vested.

On

November 18, 2024, Mr. Timothy Brocopp and the Company entered into an Independent Director Agreement, with the following summarized terms: Mr. Brocopp shall serve as an independent director 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. Mr. Brocopp’s employment commenced on Monday, November 16, 2024, and continues 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, with $10,000 shares divided by a VWAP schedule. The fair value of the shares was estimated using a common stock price of $0.10 or $10,000. The Company recognized stock based compensation expense of $10,000 for these awards and expects to recognize an additional $0 as the awards vest immediately. Furthermore, the Company is to issue an additional 71,429 shares of common stock, based on the VWAP of the Common Stock Trading Market during the 20 Trading Day as of December 31, 2024. The fair value of the shares was estimated using a common stock price of $0.15 or $10,714. Subsequent to the date of this report, the Company issued 171,429 shares of common stock to Mr. Brocopp.

On

December 3, 2024, Mr. Richard Blackstone and the Company entered into an Independent Director Agreement. Mr. Blackstone shall serve as an independent director 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. Mr. Blackstone’s employment commenced on Tuesday, December 3, and continues 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, with $10,000 shares divided by a VWAP schedule. The estimated fair value of the shares was estimated using a common stock price of $0.16 or $16,010. The Company recognized stock based compensation expense of $16,010 for these awards and expects to recognize an additional $0 as the awards vest immediately. Furthermore, the Company is to issue an additional 71,429 shares of common stock, based on the VWAP of the Common Stock Trading Market during the 20 Trading Day as of December 31, 2024. The fair value of the shares was estimated using a common stock price of $0.15 or $10,714. Subsequent to the date of this report, the Company issued 171,429 shares of common stock to Mr. Blackstone.

| F-17 |

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NOTE

11 - RELATED PARTY TRANSACTIONS

During the year ended December 31, 2024, the Company entered into agreements with certain officers and directors, as disclosed in Note 10.

On

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.

During

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

In

As of December 31, 2024, the Company owed a total of $36,738 to an entity

controlled by the Company’s Chairman, and $10,074 to Mr. Mort related to expense reimbursements.

NOTE

12 – LEASES

The

Company maintains an operating lease for its office space and operating facility. The lease has a remaining term of 80 months. The Company determines if an arrangement is a lease at inception. As the rate implicit in each lease is not readily determinable, the Company uses its incremental borrowing rate based on information available at commencement to determine the present value of the lease payments. The Company used a weighted average incremental borrowing rate of 8.4% Right-of-use assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Leases with an initial term of 12 months or less (“short-term leases”) are not recorded on the balance sheet and are recognized on a straight-line basis over the lease term. As of December 31, 2024, the amount of right-of-use assets and lease liabilities were $915,803 and $961,490, respectively. As of December 31, 2023, the amount of right-of-use assets and lease liabilities were $1,105,152 and $1,162,090, respectively. Aggregate lease expense for the years ended December 31, 2024, and 2023 was $215,928 and $5,546, respectively.

The following table provides the maturities of lease liabilities at December 31, 2024:

SCHEDULE

OF MATURITIES LEASE LIABILITIES

				Remaining
	Operating Lease			Term in Years
2025		336,512
2026		196,136
2027		176,088
2028		182,132
2029		188,339
thereafter		95,332
Total lease payments		1,174,539
Less: imputed interest		(213,049	)
Present value of lease liability		961,490			4.74

| F-18 |

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NOTE

13 – INCOME TAXES

For the period from inception through December 31, 2024, the Company incurred a net operating loss and, accordingly, no provision for income taxes has been recorded. In addition, no benefit for income taxes has been recorded due to the uncertainty of the realization of any tax assets. At December 31, 2024, and 2023, the Company had approximately $2,288,567 and $739,388 of federal net operating losses. Under the Tax Cuts and Jobs Act of 2017, the net operating loss carry forwards can be carried forward indefinitely, however the deductions are limited to 80% of taxable income.

The effective income tax rate for the years ended December 31, 2024 and 2023 consisted of the following:

SCHEDULE

OF EFFECTIVE INCOME TAX RATE


Federal statutory income tax rate	21	%	21	%
Change in valuation allowance	(21	)%	(21	)%
Net effective income tax rate	-		-

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

SCHEDULE

OF DEFERRED TAX ASSET

	2024			2023
	December 31,
	2024			2023
Deferred tax assets:
Net deferred tax assets before valuation allowance	$	480,599		$	155,271
Less: Valuation allowance		(480,599	)		(155,271	)
Net deferred tax assets	$	-		$	-

Based on the available objective evidence, including the Company’s history of its loss, management believes it is more likely than not that the net deferred tax assets will not be fully realizable. Accordingly, the Company provided for a full valuation allowance against its net deferred tax assets at December 31, 2024 and 2023, respectively.

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

NOTE

14 – SEGMENT REPORTING

The Company’s operations are managed and reported in two operating segments, each of which is a reportable segment for financial reporting purposes: (1) RF Specialties and (2) Two Trees Distilling. These segments are organized principally by product and service category. The Company’s reportable segments are determined based on (1) financial information reviewed by the CODM, (2) operational structure of the Company which is designed and managed to share resources across the entire suite of products offered by the business, and (3) the basis upon which the CODM makes resource allocation decisions. The CODM for both segments is the Director, President and Chief Executive Officer of the Company. The CODM utilizes the segment operating income (loss) to assess profitability and performance of actual results compared to forecasts.

| F-19 |

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Significant segment expenses and assets information is as follows:

SCHEDULE

OF SEGMENT EXPENSES AND ASSETS INFORMATION

	2024			2023
	For the Years ended December 31,
	2024			2023
Revenue
Two Trees Distilling	$	1,324,823		$	104,066
RF Specialties		1,039,270			-
Total	$	2,364,093		$	104,066
Revenue	$	2,364,093		$	104,066
Cost of Sales
Two Trees Distilling	$	917,458		$	80,133
RF Specialties		572,606			1,523
Total	$	1,490,064		$	81,656
Cost of Sales	$	1,490,064		$	81,656
Gross profit
Two Trees Distilling	$	407,365		$	23,933
RF Specialties		466,664			(1,523	)
Total	$	874,029		$	22,410
Gross profit	$	874,029		$	22,410
		-
General & Administrative Expense
Two Trees Distilling	$	697,372		$	63,361
RF Specialties		228,187			6,589
Corporate		927,776			389,933
Total	$	1,853,335		$	459,883
General & Administrative Expense	$	1,853,335		$	459,883
Salary and Wages
Two Trees Distilling	$	64,590		$	-
RF Specialties		-			-
Corporate		111,237			-
Total	$	175,827		$	-
Salary and Wages	$	175,827		$	-
Depreciation and Amortization Expense
Two Trees Distilling	$	97,359		$	5,730
RF Specialties		179,669			26
Corporate		12,603			9,370
Total	$	289,631		$	15,126
Depreciation and Amortization Expense	$	289,631		$	15,126
Net loss from operations
Two Trees Distilling	$	(451,956	)	$	(45,158	)
RF Specialties		908			(8,138	)
Corporate		(1,051,616	)		(399,303	)
Total	$	(1,502,664	)	$	(452,599	)
Net loss from operations	$	(1,502,664	)	$	(452,599	)
Assets
Two Trees Distilling	$	1,501,686		$	1,716,841
RF Specialties		1,337,848			1,318,464
Corporate		76,900			197,763
Total	$	2,916,434		$	3,233,068
Assets	$	2,916,434		$	3,233,068

| F-20 |

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NOTE

15 - SUBSEQUENT EVENTS

The Company evaluates events that have occurred after the balance sheet date through the date these financial statements were issued.

On December 31, 2024, the Company issued a promissory note payable in the amount of $100,000 at the rate of 12% per annum, with a maturity date on December 31, 2026. The cash proceeds from this promissory note were received in January 2025.

On January 30, 2025, the Company issued a promissory note payable in the amount of $50,000 at the rate of 12% per annum, with a maturity date of January 30, 2026.

Subsequent

to December 31, 2024, the Company sold 7,826,667 shares of common stock in exchange for cash proceeds of $1,174,000, of which 2,666,667 have not yet been issued.

Subsequent to December 31, 2024, the Company issued 171,429 shares each

to Mr. Brocopp and Mr. Blackstone pursuant to their director agreements.

On

January 27, 2025, the Company’s wholly owned subsidiary, Two Trees Beverage Company (the “Buyer”), and Brown Water Bourbon Xchange, LLC, a Kentucky Limited Liability Company (the “Seller”) (collectively the “Parties”) entered into an Asset Purchase Agreement (the “Agreement”). According to the terms of the Agreement, the Seller sold to Buyer 680 barrels of whiskey in exchange for 5,000,000 restricted shares of Common Stock of the Company (the “Shares”). On the same day, the Buyer and Seller closed the transaction.

On February 19, 2025, Two Trees Beverage Company, and RFS each entered into new contracts with two industry-leading spirits companies, related to the deployment and license of the Company’s proprietary Spirits Rapid Aging System (“SRAS”).

On March 10, 2025, the Company entered into an Executive Employment Agreement with David Stephens. Mr. 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. Mr. Stephen’s employment commenced on March 1, 2025, and continues for a term of three (3) years. Compensation that Mr. 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. In 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 quarter, Mr. 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). Upon 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 150,000 shares of common stock to Mr. Stephens, with 50,000 shares vesting on execution of the agreement and the remainder monthly from January 1, 2026 through December 31, 2027. Additionally, Mr. Stephens is eligible to receive an additional 562,500 shares of common stock based on performance benchmarks tied to certain revenue targets, with targets ranging from $5,000,000 to $50,000,000. The agreement has an initial term of three years, and renewal automatically unless written notice is provided 90 days prior. The agreement can be terminated by the Company for cause with 90 days notice. In the event of termination of Mr. Stephens without cause, Mr. Stephens will receive six months of his then-current base salary, and all stock awards under the agreement will become fully vested. These shares have not yet been issued.

On March 14, 2025, the Company agreed to issue 200,000 shares of common stock to a consultant, of which 66,667 vest upon execution, and the remaining 133,333 vesting monthly from January 1, 2026 through December 31, 2027. Additionally, the consultant is eligible to receive an additional 750,000 shares of common stock based on performance benchmarks tied to certain revenue targets, with targets ranging from $5,000,000 to $50,000,000. These shares have not yet been issued.

| F-21 |

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ITEM

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

There have been no reportable events pursuant to Item 304(b) of Regulation S-K in connection with a change in our accountants.

ITEM

9A. CONTROLS AND PROCEDURES

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported, within the time period specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management including our principal executive officer and principal financial officer as appropriate, to allow timely decisions regarding required disclosure.

In 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.

Management’sAnnual Report on Internal Control Over Financial Reporting

Management assessed the effectiveness of the Company’s internal control over financial reporting based on the criteria for effective internal control over financial reporting established in SEC guidance on conducting such assessments as of the end of the period covered by this report. Management conducted the assessment based on certain criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. As of December 31, 2024, our controls over our financial reporting were not effective due to the existence of material weaknesses in our internal controls over financial reporting.

The 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, 2024 and communicated the matters to our management.

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 results. However, management believes that the 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.

The Company’s management concluded that in light of the errors mentioned above, a material weakness existed in the Company’s internal control over financial reporting as of December 31, 2024, and the Company’s disclosure controls and procedures were not effective as of December 31, 2024.

We are committed to improving our financial organization. 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. 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.

| 24 |

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Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on the Company’s Board. In addition, management believes that preparing and implementing sufficient written policies and checklists will remedy the following material weaknesses (i) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (ii) ineffective controls over period end financial close and reporting processes. Further, management believes that the hiring of additional personnel who have the technical expertise and knowledge will result proper segregation of duties and provide more checks and balances within the department. Additional personnel will also provide the cross training needed to support the Company if personnel turn over issues within the department occur. This coupled with the appointment of additional outside directors will greatly decrease any control and procedure issues the company may encounter in the future.

We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. 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.

Changesin Internal Control over Financial Reporting

There were no changes that have affected, or are reasonably likely to materially affect, our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2024.

ITEM

9B. OTHER INFORMATION

Adoptionor Termination of Trading Arrangements by Directors or Officers

During the Company’s quarterly period ended December 31, 2024, no director or officer (as defined in Exchange Act Rule 16a-1(f)) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” as defined in Regulation S-K Item 408.

Adoptionor Termination of Insider Trading Arrangements and Policies

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

ITEM

9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

None.

| 25 |

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PART

III

ITEM

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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

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

Name	Position	Age	Term of Office
Richard<br> Blackstone *	Director	64	Appointed December 3, 2024
Timothy<br> Brocopp *	Director	52	Appointed November 18, 2024
James<br> P Cassidy	Executive<br> Chairman of the Board of Directors	62	Appointed December 8, 2023
Edward<br> D. Kratovil	Director	79	Appointed December 8, 2023
Steven<br> C. Laker	Chief<br> Executive Officer and Director	46	Appointed<br>July 21, 2022
David<br> Stephens **	Chief<br> Financial Officer	41	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”.

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

ExecutiveOfficers and Director Information

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

TimothyBrocopp has been a member of our Board since November 18, 2024. Mr. 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. During 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.

JamesP. Cassidy was appointed as a Director of the Company on December 8, 2023 following its acquisition of Two Trees. Mr. Cassidy is the founder and Managing Partner of Preposterous Holdings, a family run private equity business with offices in Asheville, North Carolina which he established in 2013. Mr. Cassidy has worked as a private equity investor and advisor for over 25 years with dozens of companies across several industries, with extensive experience in the tobacco, technology, hospitality, consumer packaged goods, and healthcare sectors. Since May 2021, he has served as Chairman of the Board of Two Trees. Beginning in 2016 he was an early investor in, and helped guide, GoFire, Inc. as a board member and consultant until the sale of its certain vaporizer and inhalation-related intellectual property assets to Kaival Brands Innovations Group, Inc. (Nasdaq: KAVL) in May 2023. From 2000 to 2007, Mr. Cassidy was a partner in The StrataGroup, a wealth management advisory group at Smith Barney. From 1983 to 1993, he worked in various roles in the government relations department and as Director of Corporate Services at UST Inc., a tobacco business holding company.

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EdwardD. 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. In 2009, Mr. 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. Mr. 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.

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

DavidStephens was appointed to the position of Chief Financial Officer of the Company effective March 1, 2025. Mr. 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. Mr. 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 competitor. Mr. 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. Mr. Stephens is a Certified Public Accountant in Texas.

FamilyRelationships

None.

Involvementin Certain Legal Proceedings

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

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

● Had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;

● Been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, activities, or to be associated with persons engaged in any such activity;

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● Been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

● Been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

● Been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Except as set forth in our discussion below in “Certain Relationships and Related Transactions,” none of our directors or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC.

investment, banking, savings and loan, or insurance

Committeesof the Board of Directors

We do not have a standing nominating, compensation or audit committee. Rather, our full Board of Directors performs the functions of these committees. We do not believe it is necessary for our Board of Directors to appoint such committees because the volume of matters that come before our Board of Directors for consideration permits the directors to give sufficient time and attention to such matters to be involved in all decision making. 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.

DirectorIndependence

Our 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

BoardQualifications

We believe that each of the members of our board of directors has the experience, qualifications, attributes and skills that make him or her suitable to serve as our director, in light of our highly regulated magnesium business and the complex nature of our operations. See above under the heading Item 10. “Directors, Executive Officers and Corporate Governance” for a description of the education and experience of each director.

Codeof Ethics

We 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.

ClawbackPolicy

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BoardOversight of Risk Management

The 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 risks. 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.

BoardLeadership Structure and Board’s Role in Risk Oversight

Our board is generally responsible for the oversight of corporate risk in its review and deliberations relating to our activities. Our principal source of risk falls into two categories, financial and product commercialization. The board oversees management of financial risks; our board regularly reviews information regarding our cash position, liquidity and operations, as well as the risks associated with each. The board regularly reviews plans, results and potential risks related to our business. The board is also expected to oversee risk management as it relates to our compensation plans, policies and practices for all employees including executives and directors, particularly whether our compensation programs may create incentives for our employees to take excessive or inappropriate risks which could have a material adverse effect on the Company.

Limitationon Liability and Indemnification of Officers and Directors

Section 145 of the Delaware General Corporation Law (the “DGCL”) empowers a Delaware corporation to indemnify any persons who are, or are threatened to be made, parties to any threatened, pending, or completed legal action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person was an officer or director of such corporation, or is or was serving at the request of such corporation as a director, officer, employee, or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit, or proceeding, provided that such officer or director acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation’s best interests, and, for criminal proceedings, had no reasonable cause to believe his conduct was illegal. A Delaware corporation may indemnify officers and directors in an action by or in the right of the corporation under the same conditions, except that no indemnification is permitted without judicial approval if the officer or director is adjudged to be liable to the corporation in the performance of his duty. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him against the expenses which such officer or director actually and reasonably incurred.

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In accordance with Section 102(b)(7) of the DGCL, our certificate of incorporation provides that directors will not be personally liable for monetary damages for breaches of their fiduciary duty as directors. The effect of this provision is to eliminate the personal liability of directors for monetary damages or actions involving a breach of their fiduciary duty of care, including any actions involving gross negligence.

These provisions may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against officers and directors, even though such an action, if successful, might otherwise benefit us and our stockholders. Furthermore, a stockholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against officers and directors pursuant to these indemnification provisions.

We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors.

ITEM

EXECUTIVE COMPENSATION

We 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 and 2023.

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

● our principal executive officer or other individual acting in a similar capacity during the fiscal year ended December 31, 2024 and 2023,

● our two most highly compensated executive officers, other than our principal executive officers, who were serving as executive officers 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, 2024 and 2023.

(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)
Name and Principal Position	Year	Salary<br> (1)	Bonus	Stock<br> Awards (2)	Option<br> Awards	Non-equity<br> Incentive<br> plan<br> compensation	Nonqualified<br> deferred<br> compensation<br> earnings	All<br> other<br> compensation	Total
		()	()	()	()	()	()	()	()
Steven<br> C. Laker	2024
Chief<br> Executive Officer	2023

All values are in US Dollars.

(1)	Salary<br> amounts included above were not paid as of December 31, 2024.
(2)	The<br> fair value of the stock awards to Mr. Cassidy, were estimated under FASB ASC 718 based upon the closing price of the Company’s<br> common stock at the grant date of the awards and includes awards with time-based vesting and performance-based vesting conditions.

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OutstandingEquity Awards at Fiscal Year End

	Option Awards							Stock Awards
Name	****	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	****	Option Exercise Price ($)	Option Expiration Date	****	Number of Shares or Units of Stock That Have Not Vested (#)	****	Market Value of Shares or Units of Stock That Have Not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)	****	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Steven<br> C. Laker		-	-	-	$	-	N/A		3,375,000	$	506,250	-	$	-

The 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 per share.

EmploymentAgreements

EmploymentAgreement with Steven C. Laker

On 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.

In 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. Laker $225,000. 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.

Mr. 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. Laker 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. Mr. 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. Mr. 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. Mr. 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. Mr. 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.

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In 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. Mr. 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.

Mr. Laker’s Employment Agreement is automatically terminated upon death. In the event of Mr. Laker’s death, all compensation owed to Mr. 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.

EmploymentAgreement with James P. Cassidy

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

In 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 pay Mr. Cassidy $225,000. For the period of January 1, 2027, through December 31, 2027, the Company shall pay Mr. Cassidy $250,000. For 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.

Mr. 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.

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Upon 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. Mr. 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.

In 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. Mr. 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.

Mr. Cassidy’s Employment Agreement is automatically terminated upon death. In the event of Mr. Cassidy’s death, all compensation owed to Mr. 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.

EmploymentAgreement with David Stephens

On March 1, 2025, Mr. Stephens and the Company entered into an Executive Employment Agreement (the “Agreement”) with the following summarized terms:

Mr. 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. Mr. Stephen’s employment commenced on March 1, 2025, and continues for a term of three (3) years.

Compensation that Mr. 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.

In 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 quarter, Mr. 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).

Upon 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.

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

EmploymentAgreement with Richard Blackstone

On 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.

EmploymentAgreement with Timothy Brocopp

On 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.

EquityAward Plans

We have not adopted any equity compensation plans but may do so in the future. The terms of any such plan have not been determined. As of December 31, 2024, there are no outstanding equity awards concerning unexercised options, stock that has not vested nor equity incentive plan awards for any named executive officer.

DirectorCompensation

The 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.

The 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.

Name	Fees Earned<br> or Paid in<br> Cash ()	Stock Awards ()	Option Awards ()	All Other Compensation ()	Total ()
James Cassidy
Richard Blackstone
Timothy Brocopp
Total:

All values are in US Dollars.

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

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ITEM

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

The following table sets forth certain information with respect to the beneficial ownership of our voting securities by (i) each director and named executive officer, (ii) all executive officers and directors as a group; and (iii) each shareholder known to be the beneficial owner of 5% or more of the outstanding common stock of the Company as of December 31, 2024.

Beneficial ownership is determined in accordance with the rules of the SEC. 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 warrants). 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, 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.

	Common Stock
Name, Position and Address of Beneficial Owner	No. Beneficially Owned		%of Common Stock^(1)^			% of Voting Capital Stock
Richard Blackstone		671,429		*	%		*	%
Timothy Brocopp		2,838,095		1.39	%		1.39	%
James P Cassidy		1,000,000		*	%		*	%
Edward D. Kratovil		-		-			-
Steven C. Laker		1,550,000		*	%		*	%
All directors and officers as a group		6,059,524		2.96	%		2.96	%
Five Percent or Greater Shareholders
Keith Mort (2)		24,123,181		11.78	%		11.78	%
Brian Plotkin (3), (4)		14,500,802		7.08	%		7.08	%
Infinity Holdings Group (3)		13,542,506		6.61	%		6.61	%
Chad Slagle(4)		12,716,725		6.21	%		6.21	%
*	Indicates<br> beneficial ownership of less than 1% of the outstanding common stock.
---	---
(1)	The<br> percentages in the table have been calculated on the basis of treating as outstanding for<br> a particular person, all shares of our capital stock outstanding on December 31, 2024, there<br> were 204,744,872 shares of our common stock outstanding and 8,957,500 shares<br> of Series A Preferred Stock outstanding. To calculate a stockholder’s percentage of<br> beneficial ownership, we include in the numerator and denominator the common stock outstanding<br> and all shares of our common stock issuable to that person in the event of the exercise of<br> outstanding options and other derivative securities owned by that person which are exercisable<br> within 60 days of December 31, 2024. Common stock options and derivative securities held<br> by other stockholders are disregarded in this calculation. Therefore, the denominator used<br> in calculating beneficial ownership among our stockholders may differ. Unless we have indicated<br> otherwise, each person named in the table has sole voting power and sole investment power<br> for the shares listed opposite such person’s name.
(2)	Mr. Mort is located in<br> Fletcher, NC.
(3)	Includes 10,542,506 shares<br> owned by Infinity Holdings Group, Inc. and 3,000,000 shares held by Infinity Holdings Capital Inc., entities controlled by Brian<br> Plotkin. Infinity Holdings Group, Inc. and Infinity Holdings Capital Inc. are located in Croton on Hudson, NY.
(4)	Mr. Plotkin is co-trustee<br> of Starfish Irrevocable Trust I which holds 7,000,000 shares, and co-trustee of Starfish Irrevocable Trust II which holds 7,000,000<br> shares and are located in Briarcliff Manor, New York. Also includes 261,471 shares held by Mr. Plotkin, and 239,331 shares held by<br> Steel Style Sales, Inc., located in Croton on Hudson, NY.
(5)	Mr. Slagle is located in<br> Black Mountain, NC

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ITEM

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

In addition to the compensation arrangements, including employment, termination of employment and change in control arrangements and indemnification arrangements, discussed in Item 10. “Directors, Executive Officers and Corporate Governance” and Item 11. “Executive Compensation” above, the following is a description of each transaction since January 1, 2023 and each currently proposed transaction in which:

On 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.

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

ITEM

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table shows the fees that were billed for the audit and other services provided by M&K CPAs LLC, our independent registered public accounting firm for the fiscal years ended December 31, 2024 and 2023:

	2024		2023
Audit Fees	$	121,400	$	74,000
Audit-Related Fees		-		2,072
Tax Fees		-		-
All Other Fees		-		-
Total	$	121,400	$	76,072

AuditFees - This category includes the audit of our annual financial statements included in our Annual Report on Form 10-K, review of financial statements included in our Quarterly Reports on Form 10-Q and services that are normally provided by the independent registered public accounting firm in connection with engagements for those fiscal years. This category also includes advice on audit and accounting 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.

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.

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

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PART

ITEM

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Exhibits

Exhibit No.	Document Description
2.1	Merger Agreement, dated February 13, 2023, by and among MDwerks, Inc., MD-TT Merger Sub, Inc. and Two Trees Beverage Co. (Incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 17, 2023)
2.2	Amendment No. 1 to Merger Agreement, dated February 16, 2023, by and among MDwerks, Inc., MD-TT Merger Sub, Inc. and Two Trees Beverage Co. (Incorporated by reference to Exhibit 2.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 17, 2023)
3.1	Amended and Restated Certificate of Incorporation of the registrant (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on September 19, 2022).
3.2	Amended and Restated Bylaws of the registrant (Incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on September 19, 2022).
3.3	Certificate of Elimination of the registrant (Incorporated by reference to Exhibit 3.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on September 19, 2022).
4.1	Description of securities.*
10.1	Exchange Agreement, dated as of January 19, 2023, by and among the registrant, RF Specialties LLC and Keith A. Mort (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on January 25, 2023).
19.1	Insider trading policy of the registrant.*
31.1	Certification of Chief Executive Officer pursuant to Rule 13(a)-14(a)/15(d)-14(a) of the Securities Act of 1934 *
31.2	Certification of Chief Financial Officer pursuant to Rule 13(a)-14(a)/15(d)-14(a) of the Securities Act of 1934 *
32.1	Certification of Principal Executive Officer and Principal Accounting Officer under Section 1350 as Adopted pursuant Section 906 of the Sarbanes-Oxley Act of 2002 **
101.INS	Inline<br> XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within<br> the Inline XBRL document)
101.SCH	Inline<br> XBRL Taxonomy Extension Schema Document
101.CAL	Inline<br> XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline<br> XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline<br> XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline<br> XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover<br> Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith.

** Furnished herewith.

ITEM

FORM 10-K SUMMARY

None.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	MDwerks, Inc.
Dated:<br> March 25, 2025	By:	/s/ Steven C. Laker
		Steve<br> Laker
		Chief<br> Executive Officer

Pursuant 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.

Signature	Title	Date
/s/ Steven C. Laker	Chief<br> Executive Officer and Director (principal executive officer)	March<br> 25, 2025
Steven<br> C. Laker
/s/ David Stephens	Chief<br> Financial Officer (principal financial officer)	March<br><br> 25, 2025
David Stephens
/s/ James P. Cassidy	Executive<br> Chairman, Director	March<br><br> 25, 2025
James<br> P. Cassidy
/s/ Edward D. Kratovil	Director	March<br><br> 25, 2025
Edward<br> D. Kratovil
/s/ Timothy Brocopp	Director	March<br><br> 25, 2025
Timothy<br> Brocopp
/s/ Richard Blackstone	Director	March<br><br> 25, 2025
Richard<br> Blackstone

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Exhibit4.1

DESCRIPTIONOF CAPITAL STOCK

The following description of our capital stock is based upon our certificate of incorporation, our bylaws and applicable provisions of law, in each case as currently in effect. This discussion does not purport to be complete and is qualified in its entirety by reference to our certificate of incorporation, as amended, and our bylaws, as amended, copies of which are filed with the SEC.

AuthorizedCapital Stock

As of December 31, 2024, our authorized capital stock consists of (i) 300,000,000 shares of common stock, par value $0.001 per share, and (ii) 10,000,000 shares of preferred stock, par value $0.001 per share. As of December 31, 2024, 10,000,000 shares of preferred stock are designated Series A Convertible Preferred Stock. At December 31, 2024, we had 204,744,872 shares of common stock issued and outstanding and 0 shares of Series A Convertible Preferred Stock issued and outstanding.

CommonStock

Each share of common stock entitles the holder to one vote, either in person or by proxy, at meetings of shareholders. The holders are not permitted to vote their shares cumulatively. Accordingly, the shareholders of our common stock who hold, in the aggregate, more than fifty percent of the total voting rights can elect all of our directors and, in such event, the holders of the remaining minority shares will not be able to elect any of such directors. The vote of the holders of a majority of the issued and outstanding shares of common stock entitled to vote thereon is sufficient to authorize, affirm, ratify or consent to such act or action, except as otherwise provided by law.

Holders of common stock are entitled to receive ratably such dividends, if any, as may be declared by the Board of Directors out of funds legally available. We have not paid any dividends on common stock since our inception, and we presently anticipate that all earnings, if any, will be retained for development of our business. Any future disposition of dividends will be at the discretion of our Board of Directors and will depend upon, among other things, our future earnings, operating and financial condition, capital requirements, and other factors. Holders of our common stock have no preemptive rights or other subscription rights, conversion rights, redemption or sinking fund provisions. Upon our liquidation, dissolution or winding up, the holders of our common stock will be entitled to share ratably in the net assets legally available for distribution to shareholders after the payment of all of our debts and other liabilities. There are not any provisions in our certificate of incorporation or our bylaws that would prevent or delay a change in our control.

PreferredStock

The board of directors shall have the authority to authorize the issuance of the preferred stock from time to time in one or more classes or series, and to state in the resolution or resolutions from time to time adopted providing for the issuance thereof the number of shares or any series, the voting powers, redemption provisions, dividend rights, etc.

The shares of each class or series of the preferred stock may vary from the shares of any other class or series thereof in any respect. The Board of Directors may increase the number of shares of the preferred stock designated for any existing class or series by a resolution adding to such class or series authorized and unissued shares of the preferred stock not designated for any existing class or series of the preferred stock and the shares so subtracted shall become authorized, unissued and undesignated shares of the preferred stock.

TransferAgent

The transfer agent for our common stock is EQ by Equiniti (formerly known as Corporate Stock Transfer), located at 200 Cherry Creek Drive, Suite 430, Denver, Colorado 80209. The transfer agent’s phone number is (800) 468-9716. The Company serves as warrant agent for the warrants unless the Company determines to appoint a commercial transfer agent for such securities.

Anti-TakeoverEffect of Delaware Law, Our Certificate of Incorporation and Certain By-Law Provisions

Certain provisions of our certificate of incorporation and/or by-laws are intended to strengthen our Board’s position in the event of a hostile takeover attempt. These provisions have the following effects:

●	They provide that only business<br> brought before an annual meeting by our Board or by a stockholder who complies with the procedures set forth in the by-laws may be<br> transacted at an annual meeting of stockholders; and
●	They provide for advance notice or certain stockholder<br> actions, such as the nomination of directors and stockholder proposals.
●	The certificate of incorporation provides for the limitation<br> of liability of, and providing indemnification to, our directors and officers.
●	Our certificate of incorporation authorizes the issuance<br> of up to 10,000,000 shares of preferred stock with such rights and preferences as may be determined from time to time by our board<br> of directors in their sole discretion. Our board of directors may, without stockholder approval, issue series of preferred stock<br> with dividends, liquidation, conversion, voting or other rights that could adversely affect the voting power or other rights of the<br> holders of our common stock.

We are subject to the provisions of Section 203 of the DGCL, an anti-takeover law. In general, Section 203 prohibits a publicly held Delaware corporation from engaging in a ‘‘business combination’’ with an ‘‘interested stockholder’’ for a period of three years after the date of the transaction in which the person became an interested stockholder, unless the business combination is approved in a prescribed manner. For purposes of Section 203, a ‘‘business combination’’ includes a merger, asset sale or other transaction resulting in a financial benefit to the interested stockholder, and an ‘‘interested stockholder’’ is a person who, together with affiliates and associates, owns, or within three years prior, did own, 15% or more of the voting stock.

Indemnificationof Directors and Officers.

As permitted by the provisions of the Delaware General Corporation Law (the “DGCL”), we have the power to indemnify any person made a party to an action, suit or proceeding by reason of the fact that they are or were a director, officer, employee or agent of ours, against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by them in connection with any such action, suit or proceeding if they acted in good faith and in a manner which they reasonably believed to be in, or not opposed to, our best interest and, in any criminal action or proceeding, they had no reasonable cause to believe their conduct was unlawful. Termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person did not act in good faith and in a manner which they reasonably believed to be in or not opposed to our best interests, and, in any criminal action or proceeding, they had no reasonable cause to believe their conduct was unlawful.

We must indemnify a director, officer, employee or agent who is successful, on the merits or otherwise, in the defense of any action, suit or proceeding, or in defense of any claim, issue, or matter in the proceeding, to which they are a party because they are or were a director, officer, employee or agent, against expenses actually and reasonably incurred by them in connection with the defense.

We may provide to pay the expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding as the expenses are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that they are not entitled to be indemnified.

The DGCL also permits a corporation to purchase and maintain liability insurance or make other financial arrangements on behalf of any person who is or was

●	a director, officer, employee or<br> agent of ours,
●	or is or was serving at the request of the corporation<br> as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprises.

Such coverage may be for any liability asserted against them and liability and expenses incurred by them in their capacity as a director, officer, employee or agent, or arising out of their status as such, whether or not the corporation has the authority to indemnify them against such liability and expenses.

Insofar as indemnification for liabilities arising under the Securities Act, as amended, may be permitted to officers, directors or persons controlling our company pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in such Act and is therefore unenforceable.

Exhibit19.1

POLICYON INSIDER TRADING

MDwerks,INC.

Company “insiders” are subject to individual responsibilities and restrictions in addition to the responsibilities and obligations of the company itself. An “Insider” of a company is a person who is a director, officer, contractor, employee, advisor or consultant in possession of nonpublic material information regarding a company, as well as a shareholder owning 5% or more of the company’s stock. If you have been provided with a copy of this Policy on Insider Trading (“Policy”) of MDwerks, Inc. (“Company”), you are subject to the rules contained herein. Accordingly, as Insiders of the Company, you are subject to restrictions imposed by federal securities laws with respect to purchases and sales of the Company’s shares.

THEBASICS

Noperson may trade in the Company’s securities if the person has material information, which has not yet beenpublicly disclosed.

Person:	Directors, officers, advisors, consultants,<br> contractors and employees at all levels within the Company (and, in addition, persons outside the Company that receive tips from<br> insiders).
Trade:	Transactions involving the purchase or sale of Company<br> stock, exercise of Company options and warrants, puts, calls and other Company securities.
Material Information:	Information that a reasonable investor would consider<br> important, as part of the total mix of available information, in reaching his or her investment decision.
Publicly Disclosed:	Disclosed broadly to the marketplace (such as by Company<br> press releases or a filing with the Securities and Exchange Commission (“SEC”)) and the investing public has had time<br> to absorb the information fully.

So long as you are an Insider, the rules contained herein apply to:

●	You;
●	Your family members who<br> reside with you; and
●	Any family members who<br> do not live in your household but whose transactions in Company securities are directed by you or are subject to your influence or<br> control (such as parents or children who consult with you before they trade in company securities).

You are responsible for the transactions of these other persons, and therefore, you should make them aware of these procedures and their need to confer with you before they engage in any transaction subject to these procedures. As used in this Policy, “you” means any individual or entity subject to the policies and procedures described herein.

The consequences of illegal insider trading are severe and can result in civil and criminal liability, as well as disciplinary action by the Company. In addition, a person can be held responsible for the trading violations of others if inside information is passed on, resulting in insider trading by others. Penalties can include:

ForIndividuals:

●	Civil penalties up to three<br> times the profit gained or loss avoided (including, in certain circumstances, from persons who “control” the primary<br> violator).
●	Private remedy against<br> insider trading for benefit of persons who traded in the same securities contemporaneously.
●	Maximum of 30 years imprisonment.
●	Fines of up to $5 million<br> for individuals.

ForEntities:

●	Civil penalties of $1,000,000<br> or three times the profit gained or loss avoided (including, in certain circumstances, from persons who “control” the<br> entity), whichever is greater;
●	Criminal penalties of up<br> to $25,000,000.

Any of the above consequences would seriously harm the reputation and career of the offender, as well as the Company. The size of a transaction in violation of this Policy has no impact on potential insider trading liability, SEC investigations and lawsuits. Additionally, if the Company concludes an employee has violated this Policy, the Company may dismiss the or commence other disciplinary actions against the violating employee, whether the act was intentional or not.

INSIDERTRADING EXPLAINED

NoTrading or Acting on Inside Information

If you are aware of material nonpublic information relating to the Company, you may not, either directly or through family members or other persons or entities:

●	Buy or sell securities<br> of the Company (other than as explained herein); or
●	Make a gift of Company<br> securities; or
●	Engage in any other action<br> to take personal advantage of that information; or
●	Pass that information on<br> to others outside the Company, including family and friends.

Also, if you learn of material nonpublic information about another company with which the Company does business, including a customer or supplier, you may not trade in the other company’s securities until the information becomes public or is no longer material.

Transactions that may be necessary or justifiable for independent, personal reasons (such as the need to raise money for an emergency expenditure) are not exempted from these rules. The securities laws do not recognize such mitigating circumstances, and, in any event, even the appearance of an improper transaction must be avoided to preserve the Company’s reputation for adhering to the highest standards of conduct.

WhenInformation Becomes Public

Information is not deemed to become “public” until the information has been disclosed broadly to the marketplace (such as by Company press releases or an SEC filing) and the investing public has had time to absorb the information fully. To avoid the appearance of impropriety, information will not be considered fully absorbed by the marketplace until the third trading day after the day the information hasbeen publicly disclosed.

Examples:

If the Information is Announced:	You May Begin Trading:
Monday	Thursday
Friday	Wednesday
Friday<br> Before a Monday Holiday	Thursday

WhatConstitutes Material Information

Material information is any information that a reasonable investor would consider important in making a decision to buy, hold, or sell securities. Any information that might reasonably be expected to affect the Company’s stock price, whether it is positive or negative, shouldbe considered material. Some examples of information that would ordinarily be regarded as material are:

●	Projections of future earnings<br> or losses, or other earnings guidance;
●	Earnings that are inconsistent<br> with the consensus expectations of the investment community;
●	A pending or proposed merger,<br> acquisition or tender offer;
●	A pending or proposed acquisition<br> or disposition of a significant asset;
●	A change in dividend policy,<br> the declaration of a stock split, or an offering of additional securities;
●	A change in management;
●	Development of a significant<br> new product or process;
●	Impending bankruptcy or<br> the existence of severe liquidity problems;
●	The gain or loss of a significant<br> customer or supplier; or
●	Imminent issuance of a<br> new patent

Anyone scrutinizing your transactions will be doing so after the fact, with the benefit of hindsight. As a practical matter, before engaging in any transaction, you should carefully consider how enforcement authorities and others might view the transaction in hindsight.

Whether information is “material” may be difficult to determine. For this reason, you are urged to contact Company counsel if you have any questions as to whether any particular information is or is not material.

NoIndividual Disclosure of Information

You may not disclose information about the Company to anyone outside the Company, including family members and friends, and you may not discuss the Company or its business in an internet “chat room” or similar internet-based forum.

Transactionsby Non-Residents

The same restrictions apply regardless of whether a person is resident within the United States.

OtherProhibited Transactions

The Company considers it improper and inappropriate for any director, officer or other employee of the Company to engage in speculative transactions in the Company’s securities or other transactions which might give the appearance of impropriety. A broker or a person whom you deem to be investment savvy, may suggest one of the following, more sophisticated types of transactions; however, they are prohibited. If you are unsure about the type of transaction that has been suggested to you, please contact Company counsel. These types of transactions include:

●	Derivative Securities. This involves transactions with warrants. You may not engage in transactions in puts, calls or other derivative securities based<br> on the Company’s securities.
●	Hedging Transactions. The best way to understand hedging is to think of it as insurance. When people decide to hedge, they are insuring themselves<br> against a negative event. This doesn’t prevent a negative event from happening, but if it does happen and you’re properly<br> hedged, the impact of the event is reduced. So, hedging occurs almost everywhere, and we see it everyday. For example, if you buy<br> house insurance, you are hedging yourself against fires, break-ins or other unforeseen disasters. Ask your broker or Company counsel<br> for details.
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●	Margin Accounts and Pledges. You may not purchase Company securities on margin, or borrow against any account in which Company securities are held,<br> or pledge Company securities as collateral for a loan.
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●	Trading in securities on a short-term basis. Company securities purchased in the open market (i.e., not obtained via an employee stock option or employee<br> stock purchase plan) should be held for six-months at minimum. Prior written consent from the Company must be obtained by any employee<br> desiring to sell Company securities that were purchased in the open market and that have not been owned for greater than six months.<br> A written request for such consent from the Company must be requested at least three (3) business days prior to the proposed sale,<br> and cannot be requested more than five (5) days prior to the proposed sale.
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TransactionsUnder Company Plans

StockOption Exercises. These rules do not apply to your cash exercise of an employee stock option given to you under and in connection with the Company’s Stock Incentive Plan or similar plan from time to time in effect, unless it is a sale of stock that is part of a broker-assisted cashless exercise of an option or any other market sale for the purpose of generating the cash needed to pay the exercise price of an option.

Exceptionfor Approved 10b5-1 Plans. Trades by members of the Board of Directors, officers or employees in the Company’s securities that are executed pursuant to an approved 10b5-1 trading plan (a “Trading Plan”) are not subject to the prohibition on trading on the basis of material non- public information contained in this Policy or to the restrictions set forth below relating to pre- clearance procedures and blackout periods.

Federal securities laws allow affirmative defenses from insider trading liability under SEC Rule 10b5-1 for trading plans that meet certain requirements. Insider trading lawsuits may still be brought against individuals trading under such a Trading Plan. This Policy permits individuals to adopt SEC Rule 10b5-1 compliant Trading Plans with brokers for trading of the Company’s securities and the exercise of options upon prior written approval by the Company. The Company may also choose to review a proposed Trading Plan, and reserves the right to reject a Trading Plan if it so chooses.

Revocation/Amendmentsto Trading Plans. Amendments of a Trading Plan may not occur once a Trading Plan is in place. Revocations of a Trading Plan may occur upon written notice to the broker, but only if the individual is not aware of any material non-public information of the Company at the time of revocation. However, if the individual terminates the Trading Plan after the first option exercise or stock sale, then the individual must cancel all outstanding Trading Plans and agree not to enter into another Trading Plan until six months after termination of the Trading Plan.

Under certain circumstances, a Trading Plan must be revoked or suspended by the Company. This includes circumstances such as the announcement of a merger or the occurrence of an event that would cause the transaction either to violate the law or to have an adverse effect on the Company. The Company is authorized to notify the broker in such circumstances.

HOWTO TRADE

Pre-ClearanceRequirement

While you are subject to these rules, you may not engage in any transaction involving the Company’s securities (including a stock plan transaction such as an option exercise, gift, loan or pledge or hedge, contribution to a trust, or any other transfer) without first obtaining pre-clearance of the transaction from both the Chief Executive Officer and either (a) the General Counsel (if any) or (b) the Chief Financial Officer. A request for pre-clearance should be submitted to one of these persons at least one week in advance of the proposed transaction. The Chief Executive Officer, General Counsel (if any) and Chief Financial Officer are under no obligation to approve a trade submitted for pre-clearance and may determine not to permit the trade, and they will have no liability for any refusal to permit a trade or for any delay in making or communicating a decision.

QuarterlyBlackout Periods

The Company’s announcement of its quarterly financial results almost always has the potential to have a material effect on the market for the Company’s securities. Therefore, in order to avoid even the appearance of trading while aware of material nonpublic information, you generally will not be pre-cleared to trade in the Company’s securities during the following periods:

Quarterly Blackout Period Begins:	Seven (7) days<br> prior to the end of the Company’s fiscal quarter (the Company’s fiscal quarters end on March 31^st^, June 30^th^,<br> September 30^th^ , and December 31^st^ of each year).
Quarterly Blackout Period Ends:	At the close of trading<br> on the Nasdaq Stock Market, or any exchange upon which the Company’s stock is listed for trading on the second full trading<br> day following the Company’s filing of its quarterly report with the SEC.

Event-SpecificBlackouts

From time to time, an event may occur that is material to the Company and is known by only a few individuals inside the Company. If you are one of those individuals, or if it would appear to an outsider that you were likely to have had access to information about such an event, then you will not be allowed to trade in the Company’s securities so long as the event remains material and nonpublic.

Also, the Company may on occasion issue interim earnings guidance or other potentially material information by means of a press release, SEC filing on Form 8-K or other means designed to achieve widespread dissemination of the information. You should anticipate that trades are unlikely to be pre-cleared while the Company is in the process of assembling the information to be released and until the information has been released and fully absorbed by the market. The existence of an event-specific blackout will not be announced. If you request pre-clearance of a transaction in the Company’s securities during an event-specific blackout, you will be informed of the existence of a blackout period, but you may not be advised of the reason for the blackout.

If you are made aware of the existence of an event-specific blackout you should not disclose the existence of the blackout to any other person. Whether or not you are designated as being subject to an event-specific blackout you still have the obligation not to trade while aware of material nonpublic information.

The prohibitive rules described herein and imposed by the Company upon you as a term of your employment or retainer cease to apply to your transactions in Company securities upon the expiration of any “blackout period” in existence at the time of the termination of your service as a director, executive officer or employee. Be aware that many of the federal rules may continue to apply to you after the termination of your service with the Company.

COMPANYASSISTANCE

Compliance with this Policy by all employees is of the utmost importance both for the employee and for the Company. If you have any questions about Insider Trading or its application to any proposed transaction you may obtain additional guidance from the Company’s outside counsel (Laura Anthony, Esq.), who can be reached by telephone at (561) 514-0936. Due to the serious consequences of illegal insider trading, we urge you to err on the side of caution and contact Ms. Anthony with any and all questions regarding this topic. Ultimately, however, the responsibility for adhering to Insider Trading rules and avoiding unlawful transactions rests with you.

AMENDMENTS

Officers of the Company may, from time to time, make non-substantive amendments to this Policy (including, without limitation, substitution of the names of the appropriate contact persons within the Company) without prior approval of the Company’s Board of Directors.

ACKNOWLEDGEMENTS

All directors, officers and employees of the Company and its subsidiaries must acknowledge their receipt of, understanding of, and intent to comply with, this Policy. Such acknowledgment must be evidenced by the individual’s signing of the “Acknowledgment” below, whether electronically or in writing. This acknowledgment will constitute each such person’s consent for the Company to issue any necessary stop-transfer orders to the Company’s transfer agent to enforce compliance with this Policy. As a condition of continued employment or engagement all employees (and all other persons, such as consultants or contractors, designated by the Company as subject to this Policy) must periodically acknowledge, electronically or in writing, that they have read and agree to abide by this Policy.

ADOPTED: This 6th day of June, 2024.

ACKNOWLEDGMENT

I have received and read the Policy on Insider Trading (“Policy”) of MDwerks, Inc. (the “Company”) and I understand and agree to comply with all of the provisions contained therein. I agree that I will be subject to sanctions imposed by the Company, in its discretion, for violation of this Policy, including dismissal for cause, and that the Company may give stop-transfer and other instructions to the Company’s transfer agent against transfer of Company securities by me in a transaction that the Company considers to be in contravention of this Policy on Insider Trading.

Signed:
Name:
Title:
Date:

Exhibit31.1

CERTIFICATIONS

I, Steven C. Laker, certify that:

1. I have reviewed this Annual Report on Form 10-K of MDwerks, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statement made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: March 25, 2025

/s/ Steven C. Laker
Steven C. Laker
Chief Executive Officer
(Principal Executive Officer)

Exhibit31.2

CERTIFICATIONS

I, David Stephens, certify that:

1. I have reviewed this Annual Report on Form 10-K of MDwerks, Inc;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: March 25, 2025

/s/ David Stephens
David<br> Stephens
Chief Financial Officer
(Principal Financial Officer)

Exhibit32.1

Certificationof Periodic Financial Report

Pursuantto 18 U.S.C. Section 1350

asAdopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

The undersigned officers of MDwerks, Inc. (the “Company”) certifies, to his knowledge and solely for the purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual Report on Form 10-K of the Company for the year ended December 31, 2024 (the “Form 10-K”) complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated:<br> March 25, 2025	/s/ Steven C. Laker
	Steven C. Laker
	Chief Executive Officer
	(principal executive officer)
Dated: March 25, 2025	/s/ David Stephens
	David Stephens
	Chief Financial Officer
	(principal financial officer)