10-Q/A - MDWK - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

10-Q/A

(AmendmentNo. 1)

(Mark One)

☒	QUARTERLY<br> REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Forthe quarterly period ended ### June 30, 2024

☐	TRANSITION<br> REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For

the transition period from ______ to ______

Commission

file number 000-56299

MDwerks,Inc.
(Exact<br> name of registrant as specified in its charter)
Delaware	33-1095411
---	---
(State<br> or other jurisdiction of<br><br> <br>incorporation<br> or organization)	(I.R.S.<br> Employer<br><br> <br>Identification<br> No.)
411 Walnut Street,<br><br> <br>Green Cove, FL	32043
(Address<br> of principal executive offices)	(Zip<br> Code)

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

Former

name, former address and former fiscal year, if changed since last report: N/A

Securities

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

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

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T 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 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 is a shell company (as defined in Rule 12b-2 of the Act.) Yes ☐ No ☒

The

number of shares outstanding of the registrant’s common stock as of August 13, 2024, was 201,378,204 shares.

DOCUMENTS

INCORPORATED BY REFERENCE — NONE

EXPLANATORY

NOTE

This Amendment No. 1 (“Amendment No. 1”) to the Quarterly Report on Form 10-Q of MDwerks, Inc. (the “Company”) for the quarter ended June 30, 2024, originally filed on August 14, 2024 (the “Original Filing”), is being filed solely to correct an error in the disclosure contained on the cover page of the Original Filing checking of the “yes” box for the following: “Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act.).” The Company erroneously checked the “yes” box, however, the “no” box should have been checked instead and the Company is filing this Amendment No. 1 solely to correct this error on the cover page. Except as described above, no other changes have been made to the Original Filing, and this Amendment No. 1 does not modify, amend or update in any way any of the financial or other information contained in the Original Filing. This Amendment No. 1 does not reflect events that may have occurred subsequent to the filing date of the Original Filing.

The Company’s Principal Executive Officer and Principal Financial Officer has provided new certifications dated as of the date of this filing in connection with this Amendment (Exhibits 31.1, 31.2, and 32.1).

PART II

Item6. Exhibits

See the Exhibit Index on the following page of this Quarterly Report on Form 10-Q/A.

Exhibit No.	Description
31.1	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act*
31.2	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act*
32.1	Certification of Principal Executive Officer and of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act*
101.INS	Inline<br> XBRL Instance 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.
---	---
**	Filed<br> previously.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	MDwerks, Inc.
Dated:<br> October 15, 2024	By:	/s/ Steven C. Laker
		Steven<br> C. Laker
		Chief<br> Executive Officer and Chief Financial Officer<br><br> <br>(Principal<br> Executive Officer, Principal Financial Officer and Principal Accounting 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 Sole Director	October<br> 15, 2024
Steven<br> C. Laker	(principal<br> executive officer and principal financials and accounting officer)

EXHIBIT31.1

CERTIFICATIONS

I, Steven C. Laker, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q/A for the quarter ended June 30, 2024 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 statements 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(s) 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; and

(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; and

(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.

5. The registrant’s other certifying officer(s) 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 control over financial reporting.

Dated:<br> October 15, 2024	By:	/s/ Steven C. Laker
		Steven<br> C. Laker
		Chief<br> Executive Officer and Chief Financial Officer<br><br> <br>(Principal<br> Executive Officer, Principal Financial Officer and Principal Accounting Officer)

EXHIBIT31.2

I, Steven C. Laker, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q/A for the quarter ended June 30, 2024 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 control over financial reporting.

Dated:<br> October 15, 2024
/s/ Steven C. Laker
Steven<br> C. Laker
Chief<br> Executive Officer and Chief Financial Officer
(principal<br> financial officer)

EXHIBIT32.1

CERTIFICATION

PURSUANTTO 18 U.S.C. SECTION 1350,

ASADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q/A of MDwerks, Inc. (the “Company”) for the quarter ended June 30, 2024 as filed with the Securities and Exchange Commission (the “Report”), I, Steven C. Laker, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Dated:<br> October 15, 2024	By:	/s/ Steven C. Laker
		Steven<br> C. Laker
		Chief<br> Executive Officer and Chief Financial Officer<br><br> <br>(Principal<br> Executive Officer, Principal Financial Officer and Principal Accounting Officer)

Thiscertification accompanies this Annual Report on Form 10-K pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, exceptto the extent required by such Act, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934,as amended (the “Exchange Act”). Such certification will not be deemed to be incorporated by reference into any filing underthe Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.