Filed 2026-03-31 · Period ending 2025-12-31 · 42,543 words · SEC EDGAR
← MDWK Profile · MDWK JSON API
# MDWerks, Inc. (MDWK) — 10-K **Filed:** 2026-03-31 **Period ending:** 2025-12-31 **Accession:** 0001493152-26-014105 **Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/1295514/000149315226014105/) **Origin leaf:** e5d4b342547b17499833130b7e7012e97d552ea237827a8c3cceabc0799cf059 **Words:** 42,543 --- ** 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, 2025 or TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transaction period from ___________ to __________ **Commission File No. 000-56299** **MDwerks, Inc.** (Exact name of registrant as specified in its charter) | Delaware | | 33-1095411 | | | (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) | | **411 Walnut Street, Suite 20125** **Green Cove Springs, FL 32043** (Address of principal executive offices, Zip Code) Registrants telephone number, including area code: **(252) 501-0019** Securities registered pursuant to Section 12(b) of the Exchange Act: | Title of each class | | Trading Symbol(s) | | Name 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 accelerated filer | Accelerated filer | | | Non-accelerated filer | Smaller reporting company | | | | Emerging growth company | | If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its managements 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 registrants 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 registrants common stock on June 30, 2025 was approximately $32,290,798. As of March 27, 2026 the Company has 235,610,043 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 REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES | | 17 | | | ITEM 6. | | RESERVED | | 18 | | | ITEM 7. | | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | | 18 | | | ITEM 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 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 | | | 2 | | **Forward-Looking Statements** *Various statements contained in this report constitute forward-looking statements within the meaning of the federal securities laws. Forward-looking statements are based on current expectations and are indicated by words or phrases such as believe, expect, may, will, should, seek, plan, intend or anticipate or the negative thereof or comparable terminology, or by discussion of strategy. Forward-looking statements represent as of the date of this report our judgment relating to, among other things, future results of operations, growth plans, sales, capital requirements and general industry and business conditions applicable to us. Such forward-looking statements are based largely on our current expectations and are inherently subject to risks and uncertainties. Our actual results could differ materially from those that are anticipated or projected as a result of certain risks and uncertainties, including, but not limited to, a number of factors, such as: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and the other risks and uncertainties that are set forth in our filings with the Securities and Exchange Commission (the SEC), including in Item 1A, Risk Factors.* *These factors are not necessarily all of the important factors that could cause actual results to differ materially from those expressed in any of our forward-looking statements. Other unknown or unpredictable factors could also have material adverse effects on future results. Except as otherwise required to be disclosed in periodic reports required to be filed by public companies with the SEC pursuant to the SECs rules, we have no duty to update these statements, and we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks and uncertainties, we cannot assure you that the forward-looking information contained in this report will in fact transpire.* *As used in this 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.* | 3 | | **PART I** **ITEM 1. BUSINESS** **Business Overview** MDwerks, Inc. (the Company, MDwerks, we, us, or our), a Delaware corporation, is 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. In December 2023, we completed the acquisition of RF Specialties, LLC (RFS) and Two Trees Beverage Co. and its subsidiaries (Two Trees). RFS, is engaged in the business of developing sustainable radio frequency (RF) applications, and for over 14 years, has addressed a variety of challenges faced by companies by implementing automated radio frequency technology. One of these applications is a method for the rapid aging of distilled spirits using RF energy. This proprietary Spirits Rapid Aging System (SRAS) reduces energy and production costs and increases the speed to market for distilled beverages when compared to traditional methods. . Our wholly-owned subsidiary, Two Trees Beverage Company, utilizes the SRAS, validating the use of this 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. **Overview of the Business of Two Trees** Our Two Trees spirits business produces a variety of aged alcoholic beverages using our innovative rapid-aging system. This scalable technology results in all-natural, high-quality products, quickly and 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 distillate selection, local water, and the full-bodied flavors from our wood chip varieties that are toasted to just the right char, bringing rich barrel flavor profiles to life. **Whiskey-as-a-Service** Among our accomplishments to start the year, we successfully launched our Whiskey-as-a-Service (WaaS) business model, offering use of the SRAS through a flexible technology license structure to enable customers to access this transformative technology with minimal upfront investment, while securing long-term, predictable revenue streams for the Company. We also offer on-site aging of bulk spirits. We have signed new contracts with two companies for the construction and deployment of our proprietary SRAS and see excellent potential for multiple additional SRAS deployments by both customers within the next twelve months as well as by other third parties. The first of these units is anticipated to be installed on site at one of the largest distilleries in the U.S. in the second quarter of 2026, with the second unit deployed approximately three months thereafter. The second contract is with a leading U.S. wholesaler and broker of bulk spirits for one SRAS unit at their facility, which is estimated to be installed in the third quarter of 2026. Under both contracts, RFS will manufacture and assemble the SRAS units and provide ongoing machine servicing and maintenance in addition to the recurring monthly license payments from the customers for use of the SRAS units. These contracts validate the economic and sustainability benefits of our SRAS units and provide us with attractive recurring revenue streams through licensing agreements and ancillary fees for ongoing machine servicing and maintenance. Building on the momentum of our first two WaaS contracts, we signed a separate new agreement with an international spirits investment fund (the Fund) providing the Fund with limited exclusivity for the deployment of our SRAS units in three countries outside of the United States. To retain exclusivity, the Fund is required to deploy at least one SRAS unit annually in each of the three countries. In 2025, we began aging tanker loads of distillate at our facility for one of our SRAS customers to fill immediate demand for aged spirits. In early 2026, we completed installation of a higher capacity SRAS at our Two Trees facility in order to increase existing production across our aging services and brand production. | 4 | | **** **Two Trees Brands** Using the SRAS at our own facility, Two Trees has built an award winning portfolio of more than 30 spirit labels including bourbon, whiskey, flavored whiskeys and vodka that are produced in a fraction of the time it takes to produce traditional aged spirits. Two Trees on site tasting room has received the Best of Ashville awards in 2023, 2024 and 2025. Our new Land of the Sky Straight Bourbon Whiskey received a Gold Award in the 2025 New York International Spirits Competition. Our Two Trees Snarly Yow Bourbon and Tim Smith Climax Honey Raspberry each won Silver awards at the 2025 SIP Awards, with the Climax Honey Raspberry winning the 2025 Innovation Award also. 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. Our full current flavored whisky brand portfolio includes the following: **SEA SALTED CARAMEL** a sweet soft caramel paired with real sea salt and aged in slow toasted Appalachian white oak. **BATCH 314** - A long toasting of Tennessee white oak brings out a soft caramel flavor with notes of vanilla and spice. **CRISP APPLE** - Tart flavors of fresh picked green apples and the sweet charred profile of Appalachian white oak blend easily. **CANDY APPLE** - Vanilla profile of heavy toasted Tennessee white oak adds to the caramel dipped green apple flavor. **CINNAMON SPICE***-* Aged in charred and toasted Missouri white oak, with the cinnamon spice and the sweet essence of red hots candy. **MICHIGAN CHERRY** - Made with sweet corn to balance and compliment the tartness of the Montmorency cherry profile. **CAROLINA PEACH** - Made with delicious South Carolina peaches and natural flavors to compliment the sweet charred flavor profile of Appalachian white oak. **GOLDEN HONEY** - Flavor reminiscent of toasted Appalachian white oak, and the essence of fresh honeycomb and the taste of natural honey. **SCORCHED BROWN SUGAR** - Flavor reminiscent of charred Appalachian white oak, real brown sugar and natural vanilla flavor. **PEANUT BUTTER** - A taste reminiscent of Appalachian white oak with rich smooth notes of peanut butter. **LAND OF THE SKY BOURBON** Land of the Sky Bourbon represents the first Limited Edition whiskey in our UPLIFTING SPIRITS portfolio. Crafted from a mash bill of corn, wheat and malted barley. The whiskey rested in hand selected barrels for at least 3 years and then finished with toasted white oak Our ready to drink portfolio includes the following: **OLD FASHIONED** - 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: **CLIMAX MOONSHINE** - The original recipe is distilled from corn, rye, and barley malt. Clean and natural tasting with a subtle sweetness and bold defiance. | 5 | | **CLIMAX WOOD-FIRED WHISKEY** - This isnt your ordinary American bourbon-style whiskey its Tim Smiths 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 Smiths revolutionary Climax Whiskey Made to be in a Class of its Own. **CLIMAX FIRE NO. 32** - Cinnamon Spice Moonshine using Tim Smiths 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. **TIM SMITH SOUTHERN RESERVE BOURBON** - Amber in appearance. Caramelized sugar and vanilla melt into a soft wheat. It finishes with a sweet honey profile. **TIM SMITH 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. **TIM SMITH 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. **Patent and 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 SMITHS CLIMAX MOONSHINE | | 3/21/2017 | | 5,166,624 | | Class 21: portable coolers Class 25: shirts, caps Class 33: distilled spirits | | | | | | | | | | | | CLIMAX MOONSHINE | | 10/20/2015 | | 4,834,895 | | Classes 2, 13, 23, 29, 30, 33, 40 and 50: drinking glasses and drinking flasks Classes 22 and 39: shirts and hats Classes 47 and 49: distilled spirits | | | | | | | | | | | | FIRE NO 32 | | 2/21/2017 | | 5,147,397 | | Class 33: distilled spirits | | | | | | | | | | | | CLIMAX WHISKEY | | 8/01/2017 | | 5,257,114 | | Class 33: distilled spirits | | | | | | | | | | | | CLIMAX WOOD-FIRED | | 8/22/2017 | | 5,272,047 | | Class 33: distilled spirits | | | | | | | | | | | | TIM SMITH SOUTHERN RESERVE | | 11/26/2019 | | 5,922,109 | | Class 33: distilled spirits, whiskey | | | | | | | | | | | | SNARLY YOW | | 1/14/2020 | | 5,963,107 | | Class 33: distilled spirits, whiskey | | | | | | | | | | | | TWO TREES | | 3/24/2020 | | 6,020,545 | | Class 33: Alcoholic beverages except beers, not wine based; Distilled spirits; Whiskey | | | | | | | | | | | | OWL HEAD | | 6/16/2020 | | 6,079,608 | | Class 33: distilled spirits; whiskey | | | | | | | | | | | | WAMPUS CAT | | 6/16/2020 | | 6,079,610 | | Class 33: distilled spirits; whiskey | | | | | | | | | | | | MOON CHASERS | | 6/12/2022 | | 6,785,148 | | Class 33: alcoholic beverages, namely, ready-to-drink cocktails | | | | | | | | | | | | SUSTAINABLY MATURED | | 11/14/2023 | | 7219580 | | Class 40: Alcohol distillery services; Spirits distillery services; Whisky distillery services | | | 6 | | Two Trees also has the following patents: | Patent | | Issue date | | Patent Number | | Expiration Date | | | System & method for the rapid aging of a distilled ethyl alcohol with rf energy and wood material supporting platform | | April 18, 2023 | | US 11,629,317 B2 | | January 21, 2034 | | | System & method for the rapid aging of a distilled ethyl alcohol with rf energy and wood material supporting platform | | April 30, 2024 | | US 11,970,678 B2 | | January 21, 2034 | | **** **Overview of the Business of RF Specialties** RFS is engaged in the business of developing sustainable radio frequency (RF) applications, and for over 14 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. **Patent and 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, apparatuses, and methods for molecular targeting and separation of feedstock fluids | | June 11, 2019 | | US 10315126 B2 | | November 22, 2036 | | **Employees** As of December 31, 2025, the Company had 13 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. | 7 | | **ITEM 1A. RISK FACTORS** **Risks Related to Our Company** **Risks related to our operations.** We generated revenues of $2,214,542 and $2,364,093, respectively, for the years ended December 31, 2025 and 2024. 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. **We have incurred net losses since our inception and expect losses to continue.** We have not been profitable since our inception. Our net losses were $3,797,990 and $1,621,117 for the years ended December 31, 2025 and 2024, respectively, and our accumulated deficit as of December 31, 2025 and December 31, 2024 was $6,158,495 and $2,360,505, 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. **We may 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, 2025 and 2024 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, 2025 and 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. **Our operations rely on the need for qualified servicers of our specialized microwave technology machinery, as well as on the availability for 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. **Changes in consumer preferences and purchases, any decline in the social acceptability of our products, or governmental adoption of policies disadvantageous 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 Daniels. 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. | 8 | | 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. **Production facility 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. **Higher costs 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. **Product recalls 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. | 9 | | **Negative publicity 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 members, 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 companys 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. **The requirements 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. **We expect 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. **We are 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. **If we are unable to develop and maintain our brand and reputation for our service and product offerings, our business and prospects could be 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. | 10 | | **Legal and Regulatory Risks** **National and 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. **Tax increases 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 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. **Our ability to market and sell our products depends heavily on societal attitudes toward drinking and governmental policies that both flow from 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. | 11 | | **Significant additional 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 2023, the European Union progressed on initiatives under its Europes Beating Cancer Plan to introduce mandatory health warnings on alcoholic beverages, aiming for implementation alongside ingredient/nutrient labels. Ireland led by signing regulations in May 2023 for comprehensive health warnings, including cancer and liver disease risks, by 2026, setting a potential standard for the EU. 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. **Counterfeiting or 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. **Litigation and 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. | 12 | | **Unfavorable economic 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). **Our success depends in part on our ability to identify, recruit and retain skilled management and technical personnel. If we fail to recruit and retain suitable candidates or if our relationship with our employees changes or deteriorates, there could be a material adverse impact on 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. Lakers 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. | 13 | | **We have 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. **We have 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, 2025, we had cash of $211,948. 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. **We expect 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. **Our operating 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. **Our common 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 persons 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 persons 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. | 14 | | **The Companys management expects to issue additional shares.** The Company has 300,000,000 authorized common shares, of which, as of the date of this filing, 235,610,043 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. The Company also has **We do 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. **Risks Related to Investing in Our Company** **We are 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. **We expect 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. **Our operating 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. | 15 | | **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** **Risk Management 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** **Board of Directors** The audit committee of the Companys board of directors, with the input of management, oversees the Companys 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 Companys Chief Executive Officer. Updates on cybersecurity matters, including material risks and threats, are provided to the Companys audit committee, and the audit committee provides updates to the Companys board of directors at regular board meetings. **Management** Under the oversight of the audit committee of the Companys board of directors, the Companys 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 Companys board of directors, with the assistance of the Companys 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. | 16 | | **ITEM 2. 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 2 months as of December 31, 2025, which the Company renewed in January 2026 through February 28, 2029. The Company also maintains an operating lease for its RF Specialties facility in Mills River, North Carolina, with a remaining term of 4.5 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 3. 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 of 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 4. MINE SAFETY DISCLOSURES** Not applicable. **PART II** **ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES** **Market Information** 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 2025 | | High | | | Low | | | | | | | | | | | | | Quarter Ended March 31, 2025 | | $ | 0.32 | | | $ | 0.09 | | | | Quarter Ended June 30, 2025 | | $ | 0.31 | | | $ | 0.20 | | | | Quarter Ended September 30, 2025 | | $ | 0.28 | | | $ | 0.12 | | | | Quarter Ended December 31, 2025 | | $ | 0.18 | | | $ | 0.10 | | | | | | | | | | | | | | | Fiscal Year 2024 | | | | | | | | | | | | | | | | | | | | | | 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 | | | **** **Holders of Common Stock** As of March 23, 2026, there were approximately 220 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. **Dividend Policy** 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. | 17 | | **Clawback Policy** On January 1, 2024, the Companys Board of Directors adopted a Compensation Recovery Policy (the Policy). The Policy is intended to further the Companys 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 Companys 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). **Transfer Agent** The Transfer Agent for shares of the Companys securities is Continental Stock Transfer & Trust Company, located at 1 State Street 30th Floor, New York, NY 10004-1571. **Unregistered Sales 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, 2025, the Company sold 6,000,000 shares of common stock in exchange for cash proceeds of $600,000. **ITEM 6. RESERVED.** **ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS** *This Managements Discussion and Analysis of Financial Condition and Results of Operations is intended to provide a reader of our financial statements with a narrative from the perspective of our management on our financial condition, results of operations, liquidity, and certain other factors that may affect our future results. The following discussion and analysis should be read in conjunction with our audited 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 involve risks, uncertainties and assumptions. See Forward-Looking Statements. Our results and the timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of many factors.* **Overview** 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. | 18 | | Our wholly-owned subsidiary, Two Trees Beverage Company, utilizes the SRAS, validating the use of this 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. **Recent Developments** Whiskey-as-a-Service Among our accomplishments to start the year, we successfully launched our Whiskey-as-a-Service (WaaS) business model, offering use of the SRAS through a flexible technology license structure to enable customers to access this transformative technology with minimal upfront investment, while securing long-term, predictable revenue streams for the Company. We also offer on-site aging of bulk spirits. We have signed new contracts with two companies for the construction and deployment of our proprietary SRAS and see excellent potential for multiple additional SRAS deployments by both customers within the next twelve months as well as by other third parties. The first of these units is anticipated to be installed on site at one of the largest distilleries in the U.S. in the second quarter of 2026, with the second unit deployed approximately three months thereafter. The second contract is with a leading U.S. wholesaler and broker of bulk spirits for one SRAS unit at their facility, which is estimated to be installed in the third quarter of 2026. Under both contracts, RFS will manufacture and assemble the SRAS units and provide ongoing machine servicing and maintenance in addition to the recurring monthly license payments from the customers for use of the SRAS units. These contracts validate the economic and sustainability benefits of our SRAS units and provide us with attractive recurring revenue streams through licensing agreements and ancillary fees for ongoing machine servicing and maintenance. Building on the momentum of our first two WaaS contracts, we signed a separate new agreement with an international spirits investment fund (the Fund) providing the Fund with limited exclusivity for the deployment of our SRAS units in three countries outside of the United States. To retain exclusivity, the Fund is required to deploy at least one SRAS unit annually in each of the three countries. In 2025, we began aging tanker loads of distillate at our facility for one of our SRAS customers to fill immediate demand for aged spirits. In early 2026, we completed installation of a higher capacity SRAS at our Two Trees facility in order to increase existing production across our aging services and brand production. Appointment of Chief Financial Officer On March 10, 2025, we appointed David Stephens as our Chief Financial Officer, effective March 1, 2025. We entered into an employment agreement with Mr. Stephens for a term of three years with the following compensation terms: | | - | A base salary of $120,000 in 2025; $150,000 in 2026; and $175,000 in 2027; | | | | - | For the first two years of the term, a performance-based bonus of 15% of his then current base salary for any quarter that gross revenues increased a minimum of 25% from its prior year gross revenue for that corresponding quarter; | | | | - | After the first two years of the term, an annual performance-based bonus based on prior year gross revenues, in a schedule as set forth in his employment agreement. | | Asset Purchase Agreement On January 27, 2025, Two Trees (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 the 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. Two Trees Beverage Company New *Uplifting Spirits* Product Line In July 2025, our award-winning subsidiary, Two Trees Beverage Company, launched *Uplifting Spirits*, a new product line focused on supporting community and charitable causes, debuting with *Land of the Sky*, a limited-edition straight bourbon whiskey aiding Hurricane Helene relief efforts. We are proud of this initiative and pleased to donate ten percent of *Land of the Sky* sales to relief efforts, including aiding Western North Carolina, where many of our teammates call home. RF Specialties, LLC Molecular Sawdust Drying Machine Update We completed testing and are currently deploying our first Molecular Sawdust Drying System (MSDS) at a large lumber mill, which utilizes a proprietary molecular energy wave technology to adjust the moisture content of sawdust for production of wood pellets, an alternative green energy source. 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. | 19 | | **Results of Operations** **Fiscal Year Ended December 31, 2025 compared to Year Ended December 31, 2024** | | | For the Years ended December 31, | | | | | | 2025 | | | 2024 | | | | | | | | | | | | | Revenue | | | | | | | | | | | Two Trees Distilling | | $ | 1,350,114 | | | $ | 1,324,823 | | | | RF Specialties | | | 864,428 | | | | 1,039,270 | | | | Total | | $ | 2,214,542 | | | $ | 2,364,093 | | | | | | | | | | | | | | | Cost of Revenue | | | | | | | | | | | Two Trees Distilling | | $ | 1,331,901 | | | $ | 917,458 | | | | RF Specialties | | | 1,232,956 | | | | 572,606 | | | | Total | | $ | 2,564,857 | | | $ | 1,490,064 | | | | | | | | | | | | | | | Gross profit (loss) | | | | | | | | | | | Two Trees Distilling | | $ | 18,213 | | | $ | 407,365 | | | | RF Specialties | | | (368,528 | ) | | | 466,664 | | | | Total | | $ | (350,315 | ) | | $ | 874,029 | | | Revenue. Revenue for the year ended December 31, 2025 was $2,214,542 compared to $2,364,093 for the year ended December 31, 2024. Revenue of $1,350,114 in 2025 is attributable to the Two Trees business, compared to $1,324,823 in 2024, and $864,428 of revenue in 2025 attributable to product and service income from RFS, compared to $1,039,270 in 2024. The $25,291 increase revenue in the Two Trees business was primarily attributable to increased WaaS revenue which contributed $222,300 of revenue during the current year, which was partially offset by a decline in brand sales of approximately $150,000 and a decrease in bulk sales of $70,000. In February 2025, we executed contracts with two customers related to the lease of an aggregate of three SRAS that are expected to begin producing revenue to the Company in the second half of 2026. We began building the machines for these customers in early 2025, and we expect to drive significant growth in revenue and gross profit in our Two Trees Distilling business from this new revenue stream going forward. The $174,842 decrease in revenue of our RFS business is primarily due to significant non-recurring service revenue from RF Specialties during the prior year ended, December 31, 2024, totaling $520,000, partially offset by revenue from milestones reached on the development and installation of the MSDS in the year ended December 31, 2025. We expect our RFS business to complete full installation of the MSDS in the first half of 2026, and to expand the number of systems installed at lumber mills across the southeast United States throughout 2026. Cost of Sales. Cost of sales for the year ended December 31, 2025 was $2,564,857 compared to $1,490,064 for the year ended December 31, 2024. Cost of sales for the Companys Two Trees Distilling operations was $1,331,901 in 2025 compared to $917,458 in 2024, with the increase driven an inventory impairment of $140,067, cost of goods sold from sale of barrels of approximately $168,000, increased input costs for our brand products, and new costs associated with our WaaS revenue. The Companys RF Specialties business incurred costs of sales of $1,232,956 in 2025 as compared to $572,606 in 2024, due to the costs associated with the MSDS contract ongoing since November 2024. Gross profit for the year ended December 31, 2024 benefitted significantly from one-time service revenue of $520,000 in the RF Specialties business. Operating Expenses. The Company reported operating expenses of $3,386,049 consisting primarily of legal, accounting, payroll, and general business-related expenses for the year ended December 31, 2025 compared to $2,376,693 for the year ended December 31, 2024. The $1,067,256 increase in operating expenses was primarily attributable to increased salaries and wages from a full year of officer contracts compared to the year ended December 31, 2024. Selling, general and administrative expenses was $2,302,274 and $1,853,335 for the years ended December 31, 2025 and 2024, respectively, and included legal, accounting and audit fees related to our public company reporting obligations, including stock-based compensation of $639,885 and $71,938, respectively due to new equity awards to employees and consultants in the current year. Operating expenses included salary and wages expense of $763,929 and $175,827 for the years ended December 31, 2025 and 2024, respectively. Operating expenses included depreciation and amortization expense of $319,846 and $289,631 for the years ended December 31, 2025 and 2024, respectively, and a loss of $57,900 on disposal of assets to a related party for the year ended December 31, 2024. | 20 | | Total Other Income/Expense. Total other expense was $61,626 for the year ended December 31, 2025 compared to the total other expense of $118,453 for the year ended December 31, 2024. The decrease was primarily due to a loss on note receivable impairment in the year ended December 31, 2024, partially offset by increased interest expense in the year ended December 31, 2025. **Liquidity and 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, 2025 and 2024, our cash balance was $211,948 and $11,159, 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 $6,158,495. At December 31, 2025, the Company had a working capital deficit of $1,255,017. Subsequent to December 31, 2025, the Company has raised an additional $450,000 in proceeds from the sale of common stock. 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. **Cash Flows** **Cash Used in Operating Activities.**Net cash used in operating activities for the years ended December 31, 2025 and 2024, was $1,574,124 and $781,970. The increase was attributable to an increase in net loss compared to the prior year as a result of increased operating expenses associated with the new businesses as described above. **Cash Used in Investing Activities.**Net cash used in investing activities for the years ended December 31, 2025 and net cash provided by investing activities for the year ended December 31, 2024, was $872,247 and $6,990, respectively, related to purchases of equipment in developing larger in house SRAS unit to expand production capacity and the SRAS units for customers. **** **Cash Provided by Financing Activities.**Net cash provided by financing activities for the years ended December 31, 2025 and 2024, was $2,647,160 and $685,008. Net cash provided by financing activities for the year ended December 31, 2025 consisted of $2,939,401 in proceeds from the sale of common stock, $150,000 in proceeds from related party notes payable, offset by repayments of notes payable to related parties and third parties of $105,500 and $336,741, respectively. 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 repayments of preferred stock of $10. **Off Balance Sheet Arrangements** There are no off-balance sheet arrangements currently contemplated by management or in place that are reasonably likely to have a current or future effect on the business, financial condition, changes in financial condition, revenue or expenses, result of operations, liquidity, capital expenditures and/or capital resources. **Recent Accounting Standards** 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. | 21 | | The Company adopted this standard on a retrospective basis within our annual report for the year ended December 31, 2025, 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. **Critical Accounting Policies and Estimates** The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosures. Estimates and judgments are based on historical experience, forecasted events, and various other assumptions that we believe to be reasonable under the circumstances. Estimates and judgments may vary under different assumptions or conditions. We evaluate our estimates and judgments on an ongoing basis. Our management believes the accounting policies below are critical in the portrayal of our financial condition and results of operations and require managements most difficult, subjective, or complex judgments. **Revenue Recognition** - Net sales from Two Trees include liquor and related products, less excise taxes and customer programs and incentives. Sales from 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 consignees 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 consignees shipment to the customer. The customer has no cancellation privileges after shipment or upon purchase at retail locations, other than customary rights of return. The Company also performs aging services for certain customers, with revenue recognized upon completion of the aged product. For service revenue within the Companys radio frequency applications, the Company recognizes revenue as the services are provided to the customer. The Companys 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 and deposits received related to its aging system contracts. **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, 2025, and 2024, no impairment expense was recognized. **Impairment of Long-Lived Assets** - Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair market value of the assets. During the years ended December 31, 2025, and 2024, 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. | 22 | | **ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA** **Index to Financial Statements** **As of December 31, 2025 and 2024** **and for the Years Ended December 31, 2025 and 2024** | 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 | | | 23 | | * **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** To the Board of Directors and Stockholders of MDwerks, Inc. **** **Opinion on the Financial Statements** We have audited the accompanying consolidated balance sheets of MDwerks, Inc. (the Company) as of December 31, 2025 and 2024, 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, 2025 and the related notes (collectively referred to as the financial statements). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. **** **Going Concern** The accompanying consolidated 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. Managements 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. **** **Basis for Opinion** These consolidated financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on the Companys 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 consolidated 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 Companys 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 consolidated 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 consolidated 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 consolidated financial statements. We believe our audits provides a reasonable basis for our opinion. **** **Critical Audit Matter** The critical audit matter communicated below is a matter arising from the current period audits of the consolidated 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 managements 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, 2025. To evaluate the appropriateness of the going concern, we examined and evaluated the financial information along with managements plans to mitigate the going concern and managements disclosure on going concern. /s/ M&K CPAS, PLLC We have served as the Companys auditor since 2022 The Woodlands, TX March 31, 2026 PCAOB ID #2738 | F-1 | | **MDwerks, Inc.** Consolidated Balance Sheets | | | December 31, 2025 | | | December 31, 2024 | | | | Assets | | | | | | | | | | | Current Assets | | | | | | | | | | | Cash | | $ | 211,948 | | | $ | 11,159 | | | | Accounts receivable, net | | | 43,489 | | | | 109,142 | | | | Inventory | | | 820,956 | | | | 236,863 | | | | Prepaid expenses | | | 90,659 | | | | 17,000 | | | | Total Current Assets | | | 1,167,052 | | | | 374,164 | | | | | | | | | | | | | | | Fixed assets, net | | | 1,268,555 | | | | 585,025 | | | | Intangible assets, net | | | 502,382 | | | | 558,784 | | | | Right-of-use asset | | | 628,125 | | | | 915,803 | | | | Goodwill | | | 466,648 | | | | 466,648 | | | | Other non-current assets | | | 16,010 | | | | 16,010 | | | | Total Assets | | $ | 4,048,772 | | | $ | 2,916,434 | | | | | | | | | | | | | | | Liabilities and Stockholders Equity (Deficit) | | | | | | | | | | | | | | | | | | | | | | Current Liabilities | | | | | | | | | | | Accounts payable and accrued expenses | | $ | 1,560,425 | | | $ | 822,111 | | | | Accounts payable related party | | | - | | | | 46,812 | | | | Accounts payable | | | - | | | | 46,812 | | | | Notes payable | | | 162,110 | | | | 134,557 | | | | Notes payable related party | | | 117,500 | | | | 123,000 | | | | Notes payable | | | 117,500 | | | | 123,000 | | | | Deferred revenue | | | 457,178 | | | | 226,066 | | | | Right-of-use liability, current portion | | | 124,856 | | | | 266,315 | | | | Total Current Liabilities | | | 2,422,069 | | | | 1,618,861 | | | | Notes payable, net of current portion | | | 38,126 | | | | 231,370 | | | | Notes payable, net of current portion, Related Party | | | 50,000 | | | | - | | | | Notes payable, net of current portion | | | 50,000 | | | | - | | | | Right-of use liability, net of current portion | | | 536,253 | | | | 695,175 | | | | Total Liabilities | | | 3,046,448 | | | | 2,545,406 | | | | | | | | | | | | | | | 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 | | | - | | | | - | | | | Common stock, par value $0.001; 300,000,000 shares authorized, of which 234,105,560 and 204,744,872 shares were issued and outstanding at December 31, 2025 and 2024, respectively | | | 234,106 | | | | 204,745 | | | | Additional paid in capital | | | 6,911,713 | | | | 2,511,788 | | | | Subscription payable | | | 15,000 | | | | 15,000 | | | | Accumulated deficit | | | (6,158,495 | ) | | | (2,360,505 | ) | | | | | | | | | | | | | | Total Stockholders Equity (Deficit) | | | 1,002,324 | | | | 371,028 | | | | | | | | | | | | | | | Total Liabilities and Stockholders Equity (Deficit) | | $ | 4,048,772 | | | $ | 2,916,434 | | | The accompanying notes are an integral part of these consolidated financial statements. | F-2 | | **** **MDwerks, Inc.** Consolidated Statements of Operations | | | 2025 | | | 2024 | | | | | | For the Years Ended December 31, | | | | | | 2025 | | | 2024 | | | | | | | | | | | | | Revenues | | $ | 2,214,542 | | | $ | 2,364,093 | | | | Cost of revenues | | | 2,564,857 | | | | 1,490,064 | | | | Gross (loss) profit | | | (350,315 | ) | | | 874,029 | | | | | | | | | | | | | | | Operating expenses: | | | | | | | | | | | Selling, general and administrative expenses | | | 2,302,274 | | | | 1,853,335 | | | | Salaries and wages | | | 763,929 | | | | 175,827 | | | | Depreciation and amortization expense | | | 319,846 | | | | 289,631 | | | | Loss on sale of assets, related party | | | - | | | | 57,900 | | | | Total operating expenses | | | 3,386,049 | | | | 2,376,693 | | | | | | | | | | | | | | | Operating loss | | | (3,736,364 | ) | | | (1,502,664 | ) | | | | | | | | | | | | | | Other income (expense): | | | | | | | | | | | Loss on impairment of note receivable | | | - | | | | (97,533 | ) | | | Other income | | | 200 | | | | 2,500 | | | | Interest expense, net | | | (61,826 | ) | | | (23,420 | ) | | | Total other income (expense) | | | (61,626 | ) | | | (118,453 | ) | | | | | | | | | | | | | | Net loss | | $ | (3,797,990 | ) | | $ | (1,621,117 | ) | | | | | | | | | | | | | | Net loss per common share basic | | $ | (0.02 | ) | | $ | (0.01 | ) | | | Net loss per common share diluted | | $ | (0.02 | ) | | $ | (0.01 | ) | | | | | | | | | | | | | | Weighted average common shares outstanding | | | | | | | | | | | Basic | | | 221,362,425 | | | | 201,542,775 | | | | Diluted | | | 221,362,425 | | | | 201,542,775 | | | The accompanying notes are an integral part of these consolidated financial statements. | F-3 | | **MDwerks, Inc.** Consolidated Statement of Changes in Stockholders Equity (Deficit) | | | Shares | | | Amount | | | Shares | | | Amount | | | Capital | | | Payable | | | Deficit | | | Total | | | | | | Preferred Stock | | | Common Stock | | | Additional Paid-in | | | Subscription | | | Accumulated | | | | | | | | Shares | | | Amount | | | Shares | | | Amount | | | Capital | | | Payable | | | Deficit | | | Total | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Balance December 31, 2023 | | | 8,957,500 | | | $ | 8,958 | | | | 198,724,868 | | | $ | 198,725 | | | $ | 1,691,922 | | | $ | - | | | $ | (739,388 | ) | | $ | 1,160,217 | | | | Common shares sold for cash | | | - | | | | - | | | | 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 | | | | Common shares sold for cash | | | - | | | | - | | | | 23,262,666 | | | | 23,263 | | | | 2,916,138 | | | | - | | | | - | | | | 2,939,401 | | | | Common shares issued for inventory | | | - | | | | - | | | | 5,000,000 | | | | 5,000 | | | | 8,45,000 | | | | - | | | | - | | | | 850,000 | | | | Stock based compensation | | | - | | | | - | | | | 1,098,022 | | | | 1,098 | | | | 638,787 | | | | - | | | | - | | | | 639,885 | | | | Net loss | | | - | | | | - | | | | - | | | | - | | | | - | | | | | | | | (3,797,990 | ) | | | (3,797,990 | ) | | | Balance December 31, 2025 | | | - | | | $ | - | | | | 234,105,560 | | | $ | 234,106 | | | $ | 6,911,713 | | | $ | 15,000 | | | $ | (6,158,495 | ) | | $ | 1,002,324 | | | | Balance | | | - | | | $ | - | | | | 234,105,560 | | | $ | 234,106 | | | $ | 6,911,713 | | | $ | 15,000 | | | $ | (6,158,495 | ) | | $ | 1,002,324 | | | The accompanying notes are an integral part of these consolidated financial statements. | F-4 | | **MDwerks, Inc.** Consolidated Statements of Cash Flows | | | December 31, 2025 | | | December 31, 2024 | | | | | | Year Ended | | | | | | December 31, 2025 | | | December 31, 2024 | | | | CASH FLOWS FROM OPERATING ACTIVITIES | | | | | | | | | | | Net loss | | $ | (3,797,990 | ) | | $ | (1,621,117 | ) | | | Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | | | | Depreciation and amortization | | | 319,846 | | | | 289,631 | | | | Gain/Loss on sale of assets | | | - | | | | 57,900 | | | | Loss on impairment of note receivable | | | - | | | | 97,533 | | | | Inventory Impairment | | | 140,067 | | | | - | | | | Stock-based compensation | | | 639,885 | | | | 71,938 | | | | Imputed interest | | | - | | | | 15,000 | | | | Allowance for credit losses | | | 8,056 | | | | 39,176 | | | | Changes in operating assets and liabilities: | | | | | | | | | | | Accounts receivable | | | 57,597 | | | | (41,584 | ) | | | Prepaid expense | | | 97,391 | | | | (17,000 | ) | | | Inventory | | | 125,840 | | | | (35,656 | ) | | | Right-of-use asset | | | 287,678 | | | | 189,349 | | | | Accounts payable | | | 663,587 | | | | 153,361 | | | | Accounts payable related party | | | (46,812 | ) | | | 46,812 | | | | Accounts payable | | | (46,812 | ) | | | 46,812 | | | | Deferred revenue | | | 231,112 | | | | 173,287 | | | | Right-of-use liability | | | (300,381 | ) | | | (200,600 | ) | | | NET CASH USED IN OPERATING ACTIVITIES | | | (1,574,124 | ) | | | (781,970 | ) | | | | | | | | | | | | | | CASH FLOWS FROM INVESTING ACTIVITIES | | | | | | | | | | | Purchase of property and equipment | | | (872,247 | ) | | | (6,990 | ) | | | NET CASH (USED IN)/PROVIDED BY INVESTING ACTIVITIES | | | (872,247 | ) | | | (6,990 | ) | | | | | | | | | | | | | | CASH FLOWS FROM FINANCING ACTIVITIES | | | | | | | | | | | Proceeds from related party notes payable | | | 150,000 | | | | 155,500 | | | | Redemption of preferred stock | | | - | | | | (10 | ) | | | Repayment of notes payable | | | (336,741 | ) | | | (182,982 | ) | | | Repayment of notes payable related party | | | (105,500 | ) | | | (32,500 | ) | | | Repayment of notes payable | | | (105,500 | ) | | | (32,500 | ) | | | Proceeds from sale of common stock | | | 2,939,401 | | | | 745,000 | | | | NET CASH PROVIDED BY FINANCING ACTIVITIES | | | 2,647,160 | | | | 685,008 | | | | | | | | | | | | | | | NET CHANGE IN CASH | | | 200,789 | | | | (103,952 | ) | | | | | | | | | | | | | | CASH - BEGINNING OF YEAR | | | 11,159 | | | | 115,111 | | | | | | | | | | | | | | | CASH - END OF PERIOD | | $ | 211,948 | | | $ | 11,159 | | | | | | | | | | | | | | | Supplemental disclosures of cash flow information: | | | | | | | | | | | Cash paid for interest | | $ | 7,959 | | | $ | - | | | | Cash paid for taxes | | $ | - | | | $ | - | | | | | | | | | | | | | | | Supplemental disclosure of non-cash investing and financing activities | | | | | | | | | | | Property and equipment acquired with notes payable | | $ | - | | | $ | 444,891 | | | | Insurance being financed with a note payable | | $ | 171,050 | | | $ | - | | | | Property and equipment additions in accounts payable | | $ | 74,427 | | | $ | - | | | | Common stock issued for acquisitions | | $ | 850,000 | | | $ | - | | | The accompanying notes are an integral part of these consolidated financial statements. | F-5 | | **MDwerks, Inc.** Notes to Consolidated Financial Statements For the Years Ended December 31, 2025 and 2024 **NOTE 1 - ORGANIZATION AND DESCRIPTION OF THE BUSINESS** MDwerks, Inc. (collectively MDWerks the Company, we, us, our, it, or MDWK), a Delaware corporation, is 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. In December 2023, we completed the acquisition of RF Specialties, LLC (RFS) and Two Trees Beverage Co. and its subsidiaries (Two Trees). Two Trees produces a variety of aged alcoholic beverages using an innovative rapid-aging system. This scalable technology results in all-natural, high-quality products, efficiently produced, with a reduced environmental impact. Our products are nearly indistinguishable from those that are traditionally aged. Two Trees created a proprietary process that mirrors and accelerates the natural aging process that occurs when alcohol is aged in wooden barrels over time. The true art of our craft spirits lives within the balance between the grain selection, local water, and the full-bodied flavors from our toasted wood chip varieties. Our wood chips are selected to pair with specific grains and toasted to just the right char, bringing rich flavor profiles to life with a hint of smoke. RFS is an innovative company pushing the boundaries of sustainable Radio Frequency applications. For over 14 years, RF Specialties has addressed companies most pressing challenges by implementing automated Radio Frequency Technology in a sustainable way and 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. **NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES** **Basis of 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 Company, RAS LLC, (collectively referred to as Two Trees) and RF Specialties, LLC. All intercompany accounts, transactions and balances have been eliminated in consolidation. **Cash and 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 $211,948 cash equivalents at December 31, 2025 and $11,159 cash at December 31, 2024. **Use of Estimates and Assumptions -**The preparation of financial statements in accordance with US GAAP requires the Companys management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results can, and in many cases will, differ from those estimates. **Accounts Receivable and the Allowances for Credit losses** - Accounts receivable are recorded in the period when the right to receive payment or other consideration becomes unconditional. Accounts receivable are recorded at the invoiced amount and do not earn interest. The Company maintains an allowance for credit losses based upon the best estimate of probable credit losses in existing accounts receivable. The Company determines the allowance based upon individual accounts when information indicates the customers may have an inability to meet their financial obligations, as well as historical collection and write-off experience. The Company had an accounts receivable balance of $43,489 net of $10,627 allowance for doubtful accounts as of December 31, 2025. 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 recognized credit losses of $8,056 and $39,176 during the year ended December 31, 2025 and 2024, respectively. As of December 31, 2025, the Company had four customers that accounted for 35%, 23%, 14%, and 14% of total accounts receivable. As of December 31, 2024, the Company had two customers that accounted for 50% and 10% of total accounts receivable. **Prepaid Expenses 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. | F-6 | | **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 Companys 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 Companys estimated forecast of product demand and production requirements. Such write-downs establish a new cost basis of accounting for the related inventory. During the year ended December 31, 2025 and 2024, the Company recognized an impairment of $140,067 and $0, respectively, related to certain barrel inventory with a market price below the Companys carrying value. **** **Property and Equipment -**Property and equipment are recorded at cost. Depreciation of property and equipment is calculated on a straight-line basis over the estimated useful lives of the assets. Furniture and fixture assets are depreciated over 5 five years, vehicles are depreciated over 5 five years, and computer and equipment are depreciated over 3 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. **** **Intangible Assets** - Intangible assets, consisting of trade names, developed technology, and customer relationships, are accounted for in accordance with ASC 350 Intangibles - Goodwill and Other. Intangible assets that have finite lives are amortized using the straight-line method over their estimated useful lives of 3 three to fifteen years. **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, 2025, and 2024, no impairment expense was recognized. **** **Impairment of Long-Lived Assets** - Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair market value of the assets. During the years ended December 31, 2025, and 2024, no impairment expense was recognized. **** **Leases**- Management determines if an arrangement is a lease at the inception of the agreement. Operating leases are included in operating lease right-of-use (ROU) assets and operating lease liability on the accompanying consolidated balance sheet. The Companys lease agreements do not contain any material residual value guarantees or material restrictive covenants. ROU assets represent the Companys right to use an underlying asset for the lease term and lease liabilities represent the Companys 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. **** | F-7 | | **** **Revenue Recognition** - 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 liquor products are shipped from a warehouse directly to wholesale customers (except in the case of a consignment sale). For consignment sales, which include sales to the Oregon Liquor Control Commission, the Company recognizes sales upon the consignees 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 consignees shipment to the customer. The customer has no cancellation privileges after shipment or upon purchase at retail locations, other than customary rights of return. The Company also performs aging services for certain customers, with revenue recognized upon completion of the aged product. For service revenue within the Companys radio frequency applications, the Company recognizes revenue as the services are provided to the customer. The Companys 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, 2025, the Company had $457,158 in unsatisfied performance obligations that it expects to satisfy over the next 12 months, with $368,754 related to its liquor business and $88,425 related to RFS. As of December 31, 2024, the Company had $226,066 in unsatisfied performance obligations. For the year ended December 31, 2025, two of the Companys customer accounted for 26% and 10% of total revenue, with the customers being in the RF Specialties business and Two Trees Distilling, respectively. For the year ended December 31, 2024, the Company has one customer in its RFS business who accounted for 25% of total revenue. **** **Income Taxes** - 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, 2025 and December 31, 2024. However, the Companys 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, 2025 and December 31, 2024. **Loss Per 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, 2025 and December 31, 2024, there were no options, warrants or derivative securities outstanding. | F-8 | | **Fair value of financial instruments** - The Company measures its financial and non-financial assets and liabilities, as well as makes related disclosures, in accordance with 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. 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 Companys 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 Companys goodwill and intangible assets were valued using level 3 inputs at the time of acquisition. **Research and 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-Based Compensation** - The Company measures stock-based compensation at the estimated fair value on the grant date and recognizes the amortization of stock-based compensation expense on a straight-line basis over the requisite service period, or when it is probable criteria will be achieved for performance-based awards. Fair value is determined based on assumptions related to the fair value of the Company common stock, stock volatility and risk-free rate of return. The Company has elected to recognize forfeitures when realized. **** **Excise Taxes** - The Company is responsible for compliance with the Alcohol and Tobacco Tax and Trade Bureau (TTB) regulations, which includes making timely and accurate excise tax payments. The Company is subject to periodic compliance audits by the TTB. Individual states also impose excise taxes on alcoholic beverages in varying amounts. The Company calculates its excise tax expense based upon units produced and on its understanding of the applicable excise tax laws. Excise taxes totaled $32,423 and $32,127 for the years ended December 31, 2025, and 2024, respectively, included in general and administrative expenses. **Segment Reporting** - In November 2023, the Financial Accounting Standard Board (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. **Reclassifications** Certain prior period amounts have been reclassified to conform to current period presentation. **** **Going Concern** - 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 $3,797,990 and an accumulated deficit of $6,158,495 as of and for the year ended December 31, 2025. Although management believes that it will be able to successfully execute its business strategy, which includes third party financing and the raising of capital to meet the Companys future liquidity needs, there can be no assurances in this regard. These matters raise substantial doubt about the Companys ability to continue as a going concern. **** **Recently Issued Accounting Pronouncements** - From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the effect of recently issued standards that are not yet effective will not have a material effect on its financial position or results of operations upon adoption. In November 202, 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 our consolidated financial statements. | F-9 | | **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 Companys 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 Companys 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 | | | 2025 | | | 2024 | | | | Raw materials and packaging | | $ | 832,285 | | | $ | 38,189 | | | | Finished goods | | | 124,295 | | | | 198,674 | | | | Inventory allowance | | | (135,624 | ) | | | - | | | | Total inventories | | $ | 820,956 | | | $ | 236,863 | | | **** On January 27, 2025, the Companys wholly owned subsidiary, Two Trees Beverage Company and Brown Water Bourbon Xchange, LLC, a Kentucky Limited Liability Company entered into an Asset Purchase Agreement. According to the terms of the Agreement, Brown Water Bourbon Xchange, LLC sold to the Company 680 barrels of whiskey in exchange for 5,000,000 restricted shares of Common Stock of the Company, with a fair value of $850,000 based on the closing price of the Companys common stock at the agreement date. During the year ended December 31, 2025, the Company recognized an impairment of $140,067 related to barrel inventory with a market price below the Companys carrying value. **NOTE 4 FIXED ASSETS, NET** **** Fixed assets, net consisted of the following as of December 31: SCHEDULE OF FIXED ASSETS, NET | | | 2025 | | | 2024 | | | | Machinery and equipment | | $ | 647,369 | | | $ | 552,905 | | | | Furniture and office equipment | | | 262,890 | | | | 253,851 | | | | Buildings | | | 10,497 | | | | 10,497 | | | | Construction in process | | | 843,471 | | | | - | | | | Total Property and equipment | | | 1,764,227 | | | | 780,603 | | | | Less accumulated depreciation | | | (495,672 | ) | | | (232,228 | ) | | | Total property and equipment, net | | $ | 1,268,555 | | | $ | 585,025 | | | Depreciation expense totaled $263,444 and $233,254 for the years ended December 31, 2025, and 2024, respectively. Two Trees entered into two contracts with two spirit companies for the deployment and license of our proprietary Spirits Rapid Aging System (SRAS). The first contract is for the building and deployment of SRAS at the customers facilities within the next three months, with the potential for additional SRAS deployments in the next 12 months. The second contract is for the building and deployment of SRAS at the customers facilities within the next six to nine months, with the potential for additional SRAS deployments in the next 12 months. Under both agreements, RFS will assemble the SRAS units and provide ongoing machine servicing and maintenance, thereby is entitled to receive recurring monthly license payments from the customers for use of the SRAS units. The Company is constructing the machines which it expects to be deployed by the end of the second quarter of fiscal year ended December 31, 2026. 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 matured 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 totaling $97,533. | F-10 | | **Asset purchase agreements** Prior to its acquisition by the Company on December 27, 2023, RFS entered into two asset purchase agreements to acquire certain tools and equipment. The Company received assets under one agreement in December 2023, totaling $97,363. The assets are included in property and equipment on the Companys 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 Companys 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 2027. **NOTE 5 INTANGIBLE ASSETS, NET** **** Intangible assets, net consisted of the following as of December 31: SCHEDULE OF INTANGIBLE ASSETS, LESS ACCUMULATED AMORTIZATION | | | 2025 | | | 2024 | | | | 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 | | | (117,118 | ) | | | (60,716 | ) | | | Total intangible assets, net | | $ | 502,382 | | | $ | 558,784 | | | Total amortization expense for the years ended December 31, 2025 and 2024 was $56,402 and $60,716, 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. The Company also agreed to issue to Shine Time, LLC 300,000 shares of the Companys 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, 2025 and December 31, 2024, the royalty payable balance was $135,872 and $170,274, respectively, including remaining amounts from the amended initial fee, and is included in accounts payable on the Companys consolidated balance sheet. **NOTE 6 - NOTES PAYABLE** **** The Company has the following outstanding notes payable: SCHEDULE OF NOTES PAYABLE | Notes Payable | | Origination Date | | Interest Rate | | | Balance as of December 31, 2025 | | | Balance as of December 31, 2024 | | | | Asset purchase agreement notes | | December 1, 2023 and January 31, 2024 | | | 0.00 | % | | $ | 178,652 | | | $ | 344,344 | | | | Termination Agreement | | December 31, 2021 | | | 0.13 | % | | | 21,584 | | | | 21,584 | | | | Advances Payable Related parties | | Various | | | 10.00%-12.00 | % | | | 167,500 | | | | 123,000 | | | | Total notes payable | | | | | | | | | 367,736 | | | $ | 488,928 | | | | Less current portion | | | | | | | | | (279,610 | ) | | | (257,557 | ) | | | Total long term | | | | | | | | $ | 88,126 | | | $ | 231,370 | | | | F-11 | | The following is a summary of the future minimum payments of loans payable: SCHEDULE OF FUTURE MINIMUM PAYMENTS OF LOANS PAYABLE | 12 months ending: | | | | | | December 31, 2026 | | $ | 279,610 | | | | December 31, 2027 | | | 88,126 | | | | December 31, 2028 | | | - | | | | December 31, 2029 | | | - | | | | Total loans payable | | $ | 367,736 | | | 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, 2025 and 2024, was $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 Companys 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 Companys 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 2027. As of December 31, 2025 and 2024, the Company owed $178,652 and $344,344 under the notes payable, respectively. During the year ended December 31, 2025, the Company received a total of $150,000 in proceeds from shareholders. The loans included interest of 10% and $105,500 was repaid during the year ended December 31,2025. The advances are unsecured, due on demand and have stated interest of 10% per annum. As of December 31, 2025 and December 31, 2024, the balance owed on the advances from shareholders was $167,500 and $123,000, respectively. In March 2025, the Company entered into an insurance policy financing arrangement. The total principal was $171,050 with an interest rate of 10.95% and monthly payments of $14,542 due through January 2026. As of December 31, 2025, the remaining balance was $0. The Company recognized interest expense of $61,826 and $23,420 during the years ended December 31, 2025 and 2024, respectively on all debt instruments. Accrued interest on all notes payable as of December 31, 2025 2024, was $30,355 and $7,637, respectively **NOTE 7 - CAPITAL STOCK** **Preferred stock** **** The Company is authorized to issue 10,000,000 shares of preferred stock, $0.001 par value, with such designations, rights and preferences as may be determined from time to time by the Board of Directors, of which 10,000,000 shares are designated Series A Convertible Preferred. On June 15, 2014, the Company designated the Series A Convertible Preferred so that each share shall hold with it conversion rights of 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. | F-12 | | 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, 2025 and 2024, there were 0 shares of Series A Convertible Preferred Stock issued and outstanding. **Common stock** The Company is authorized to issue 300,000,000 shares of Common stock, $0.001 par value, with such designations, rights and preferences as may be determined from time to time by the Board of Directors. On June 23, 2025, the Company adopted the MDwerks, Inc. 2025 Equity Incentive Plan (the 2025 Plan), pursuant to which the Company initially reserved and made available for future issuance under the 2025 Plan 10,000,000 shares of common stock in the form of various incentive awards. During the year ended December 31, 2025, the Company sold a total of 23,262,666 shares of common stock to accredited investors for total cash proceeds of $2,939,401. During the year ended December 31, 2025, the Company issued a total of 1,098,022 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 $141,674 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. In February 2026,the Company also issued 171,150 shares of common stock to the two directors pursuant to their director agreements for the fourth quarter of 2025. On January 27, 2025, the Companys wholly owned subsidiary, Two Trees Beverage Company and Brown Water Bourbon Xchange, LLC, a Kentucky Limited Liability Company entered into an Asset Purchase Agreement. According to the terms of the Agreement, Brown Water Bourbon Xchange, LLC sold to the Company 680 barrels of whiskey in exchange for 5,000,000 restricted shares of Common Stock of the Company, with a fair value of $850,000 based on the closing price of the Companys common stock at the agreement date. During the year ended December 31, 2024, the Company issued 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. Also in 2024, 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 Companys stock at the grant date. The shares have not been issued to date, and the fair value is included in subscriptions payable on the Companys consolidated balance sheet At December 31, 2025 and 2024, there were 234,105,560 and 204,744,872 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, 2025 and 2024: SCHEDULE OF WARRANT ACTIVITY | | | Number of Options | | | Weighted Average Exercise Price | | | | | | | | | | | | | Outstanding at December 31, 2023 | | | 17,262,656 | | | | 1.50 | | | | Granted | | | - | | | | - | | | | Forfeited, cancelled | | | - | | | | - | | | | Outstanding at December 31, 2024 | | | 17,262,656 | | | $ | 1.50 | | | | Granted | | | - | | | | - | | | | Forfeited, cancelled | | | - | | | | - | | | | Outstanding at December 31, 2025 | | | 17,262,656 | | | $ | 1.50 | | | | Exercisable at December 31, 2025 | | | 17,262,656 | | | $ | 1.50 | | | **** The warrants had a weighted average remaining life of 2.65 years and no intrinsic value as of December 31, 2025. | F-13 | | **Stock options** During the year ended December 31, 2023, in connection with the acquisition of Two Trees, the Company issued common stock options to purchase the Companys 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, 2025: SCHEDULE OF ACTIVITY OF OUTSTANDING STOCK OPTIONS | | | | | | Weighted | | | | | | | | | Average | | | | | | Number | | | Exercise | | | | | | of Options | | | Prices | | | | | | | | | | | | | Balance, December 31, 2024 | | | 4,650,685 | | | $ | 0.36 | | | | Granted | | | - | | | | - | | | | Cancelled | | | - | | | | - | | | | Balance, December 31, 2024 | | | 4,650,685 | | | $ | 0.36 | | | | Granted | | | - | | | | - | | | | Cancelled | | | - | | | | - | | | | Balance, December 31, 2025 | | | 4,650,685 | | | $ | 0.36 | | | | Exercisable, December 31, 2025 | | | 4,650,685 | | | $ | 0.36 | | | The options had a weighted average remaining life of 7.94 years and no intrinsic value as of December 31, 2025. **Stock Appreciation Rights** On July 15, 2025, the Company awarded a total of 2,180,000 Stock Appreciation Rights (SARs) to the Companys common stock to the employees under the 2025 Plan at an exercise price of $0.22 per share, vesting immediately, with a 10 year exercise period. The Company has the sole discretion to settle the SARs in shares or cash. The Company will issue shares when exercised based on the difference between the fair value on the exercise date and the exercise price of $0.22. The SARs are classified as equity instruments in accordance with ASC 718. The aggregate estimated value using the Black-Scholes Pricing Model, based on an expected term of 3.75 years, a weighted average volatility rate of 175%, a weighted average risk-free interest rate of 4.16%, and a weighted average call option value of $0.22, was $483,039, which was recognized stock-based compensation related to the SARs. The following is a summary of activity of outstanding SARs during the year ended December 31, 2025: SCHEDULE OF ACTIVITY OF OUTSTANDING STOCK OPTIONS | | | | | | Weighted Average | | | | | | Number of SARs | | | Exercise Prices | | | | Balance, December 31, 2024 | | | - | | | $ | - | | | | Granted | | | 2,180,000 | | | | 0.22 | | | | Cancelled | | | - | | | | - | | | | Balance, December 31, 2025 | | | 2,180,000 | | | $ | 0.22 | | | | Exercisable, December 31, 2025 | | | 2,180,000 | | | $ | 0.22 | | | **** | F-14 | | **** **NOTE 8 - 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 and commissions of $6,156 and $16,125 during the years ended December 31, 2025 and 2024, respectively, and owed the broker $0 and $5,625 as of December 31, 2025 and 2024. In August 2024, the Company entered into an affiliate agreement with an independent contractor, whereby the Company agreed to pay the contractor a commission of 5% of gross revenue related to any SRAS system sales or sales from aging services performed by the Company through customers introduced by the contractor. The agreement has a term of 10 years, and provides the contractor with exclusivity rights to provide its services to the Company. During the year ended December 31, 2025 and 2024, the Company incurred commissions of $11,150 and owed $11,150 and $0 as of December 31, 2025 and 2024, respectively. 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 Companys gross revenue has increased by at least 25% compared to the previous year quarter. The bonus per quarter would be 25% of Mr. Lakers 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 $49,000, based on the common stock price at the date of grant. The Company recognized expense of $12,250 for these awards during the years ended December 31, 2025 and 2024, respectively. and expects to recognize an additional $36,750 through the end of the vesting period in 2026. 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, 2025 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-15 | | 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 Companys gross revenue has increased by at least 25% compared to the previous year quarter. The bonus per quarter would be 25% of Mr. Cassidys 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, 2025, 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, 2025 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. Brocopps 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 Companys 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. During the year ended December 31, 2025, the Company issued 171,429 shares related to awards earned in 2024 and issued 152,582 shares During the year ended December 31, 2025. The Company recognized total stock-based compensation expense of $46,112 based on the closing stock price at each quarter end During the year ended December 31, 2025 related to these awards. Furthermore, the Company is to issue an additional 85,575 shares of common stock, which were issued in February 2026. 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. Blackstones 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 Companys applicable equity incentive plan and any related grant documentation, and additional quarterly shares worth $10,000, with shares divided by a VWAP schedule. During the year ended December 31, 2025, the Company issued 171,429 shares related to awards earned in 2024 and issued 152,582 shares During the year ended December 31, 2025. The Company recognized total stock-based compensation expense of $46,112 based on the closing stock price at each quarter end During the year ended December 31, 2025 related to these awards. Furthermore, the Company is to issue an additional 85,575 shares of common stock, which were issued in February 2026. On December 11, 2024, the Company and a consultant entered into an independent contractor agreement whereby the consultant shall serve as Senior Director of Revenue of the Company on a month to month basis, which can be terminated by either party with 30 days notice. As compensation for his services, the consultant will receive 20,000 shares of stock per month. During the period ended December, 2025, the Company issued to the consultant a total of 100,000 shares with a fair value of $20,450, based on the common stock prices at the end of each month. | F-16 | | 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. Mr. Stephens 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, a 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 Companys 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 Companys 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 Companys 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 Companys 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 issued 150,000 shares of common stock to Mr. Stephens with a fair value of $27,000, with 50,000 shares vesting on execution of the agreement and the remainder monthly from January 1, 2026 through December 31, 2027. The Company recognized expense of $9,000 for these awards during the year ended December 31, 2025 and expects to recognize an additional $18,000 through the end of the vesting period. 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. These performance awards had a grant date fair value of $101,250. The Company recognized no expense during the year ended December 31, 2025 related to these awards as vesting was not deemed probable. 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 monthly vesting from January 1, 2026 through December 31, 2027. The shares were valued at $60,000 based on the common stock price at the date of grant. The Company recognized expense of $20,000 during the year ended December 31, 2025 and expects to recognize an additional $40,000 through the end of the vesting period. 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 performance awards had a grant date fair value of $225,000. The Company recognized no expense during the year ended December 31, 2025 related to these awards as vesting was not deemed probable. **NOTE 9 - RELATED PARTY TRANSACTIONS** **** During the year ended December 31, 2025, the Company received a total of $150,000 in loan proceeds from shareholders and repaid $105,500 of principal and $6,276 of accrued interest. The advances are unsecured, due on demand and have stated interests ranging from 10% to 12% per annum. As of December 31,2025 and December 31, 2024, the balance owed on the advances from shareholders was $167,500 and $123,000, respectively, including $17,500 and $23,000, respectively with companies in which the Companys Executive Chairman is a principal. | F-17 | | 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. 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. 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. As of December 31, 2025 and 2024, the Company owed a total of $6,355 and $36,738, respectively to an entity controlled by the Companys Chairman, and $0 and $10,074, respectively, to Mr. Mort related to expense reimbursements. **NOTE 10 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, 2025, the amount of right-of-use assets and lease liabilities were $628,125 and $661,109, respectively. As of December 31, 2024, the amount of right-of-use assets and lease liabilities were $915,803 and $961,490, respectively. Aggregate lease expense for the years ended December 31, 2025, and 2024 was $293,779 and $342,316, respectively. The following table provides the maturities of lease liabilities at December 31, 2025: SCHEDULE OF MATURITIES LEASE LIABILITIES | | | Operating Lease | | | Remaining Term in Years | | | | 2026 | | | 187,336 | | | | | | | | 2027 | | | 167,288 | | | | | | | | 2028 | | | 172,132 | | | | | | | | 2029 | | | 177,339 | | | | | | | | 2030 | | | 92,799 | | | | | | | | thereafter | | | - | | | | | | | | Total lease payments | | | 796,894 | | | | | | | | Less: imputed interest | | | (135,785 | ) | | | | | | | Present value of lease liability | | | 661,109 | | | | 4.34 | | | In January 2026, the Company renewed its lease for its Two Trees Distilling facility for an additional three years through February 2029. **** | F-18 | | **** **NOTE 11 INCOME TAXES** For the period from inception through December 31, 2025, 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, 2025, the Company had approximately $5,209,000 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, 2025 and 2024 consisted of the following: SCHEDULE OF EFFECTIVE INCOME TAX RATE | | | December 31, 2025 | | | December 31, 2024 | | | | Federal statutory income tax rate | | | 21 | % | | | 21 | % | | | Change in valuation allowance | | | (21 | )% | | | (21 | )% | | | Net effective income tax rate | | | - | | | | - | | | The components of the Companys deferred tax asset are as follows: SCHEDULE OF DEFERRED TAX ASSET | | | 2025 | | | 2024 | | | | | | December 31, | | | | | | 2025 | | | 2024 | | | | Deferred tax assets: | | | | | | | | | | | Net deferred tax assets before valuation allowance | | $ | 1,094,000 | | | $ | 481,000 | | | | Less: Valuation allowance | | | (1,094,000 | ) | | | (481,000 | ) | | | Net deferred tax assets | | $ | - | | | $ | - | | | Based on the available objective evidence, including the Companys 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, 2025 and 2024, respectively. In accordance with FASB ASC 740, the Company has evaluated its tax positions and determined there are no uncertain tax positions. **NOTE 12 SEGMENT REPORTING** **** The Companys 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 Companys 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 | | Significant segment expenses and assets information is as follows: SCHEDULE OF SEGMENT EXPENSES AND ASSETS INFORMATION | | | 2025 | | | 2024 | | | | | | For the Years ended December 31, | | | | | | 2025 | | | 2024 | | | | | | | | | | | | | Revenue | | | | | | | | | | | Two Trees Distilling | | $ | 1,350,114 | | | $ | 1,324,823 | | | | RF Specialties | | | 864,428 | | | | 1,039,270 | | | | Total | | $ | 2,214,542 | | | $ | 2,364,093 | | | | Revenue | | $ | 2,214,542 | | | $ | 2,364,093 | | | | | | | | | | | | | | | Cost of Sales | | | | | | | | | | | Two Trees Distilling | | $ | 1,331,901 | | | $ | 917,458 | | | | RF Specialties | | | 1,232,956 | | | | 572,606 | | | | Total | | $ | 2,564,857 | | | $ | 1,490,064 | | | | Cost of Sales | | $ | 2,564,857 | | | $ | 1,490,064 | | | | | | | | | | | | | | | Gross profit | | | | | | | | | | | Two Trees Distilling | | $ | 18,213 | | | $ | 407,365 | | | | RF Specialties | | | (368,528 | ) | | | 466,664 | | | | Total | | $ | (350,315 | ) | | $ | 874,029 | | | | Gross profit | | $ | (350,315 | ) | | $ | 874,029 | | | | | | | | | | | | | General & Administrative Expense | | | | | | | | | | | Two Trees Distilling | | $ | 459,058 | | | $ | 697,372 | | | | RF Specialties | | | 200,748 | | | | 228,187 | | | | Corporate | | | 1,642,468 | | | | 927,776 | | | | Total | | $ | 2,302,274 | | | $ | 1,853,335 | | | | General & Administrative Expense | | $ | 2,302,274 | | | $ | 1,853,335 | | | | | | | | | | | | | | | Salary and Wages | | | | | | | | | | | Two Trees Distilling | | $ | 16,148 | | | $ | 64,590 | | | | RF Specialties | | | - | | | | - | | | | Corporate | | | 747,781 | | | | 111,237 | | | | Total | | $ | 763,929 | | | $ | 175,827 | | | | Salary and Wages | | $ | 763,929 | | | $ | 175,827 | | | | | | | | | | | | | | | Depreciation and Amortization Expense | | | | | | | | | | | Two Trees Distilling | | $ | 119,149 | | | $ | 97,359 | | | | RF Specialties | | | 188,125 | | | | 179,669 | | | | Corporate | | | 12,572 | | | | 12,603 | | | | Total | | $ | 319,846 | | | $ | 289,631 | | | | Depreciation and Amortization Expense | | $ | 319,846 | | | $ | 289,631 | | | | | | | | | | | | | | | Net loss from operations | | | | | | | | | | | Two Trees Distilling | | $ | (576,142 | ) | | $ | (451,956 | ) | | | RF Specialties | | | (757,401 | ) | | | 908 | | | | Corporate | | | (2,402,821 | ) | | | (1,051,616 | ) | | | Total | | $ | (3,736,364 | ) | | $ | (1,502,664 | ) | | | Net loss from operations | | $ | (3,736,364 | ) | | $ | (1,502,664 | ) | | | | | | | | | | | | | | Assets | | | | | | | | | | | Two Trees Distilling | | $ | 1,958,962 | | | $ | 1,501,686 | | | | RF Specialties | | | 1,946,177 | | | | 1,337,848 | | | | Corporate | | | 143,633 | | | | 76,900 | | | | Total | | $ | 4,048,772 | | | $ | 2,916,434 | | | | Assets | | $ | 4,048,772 | | | $ | 2,916,434 | | | | F-20 | | **NOTE 13 - SUBSEQUENT EVENTS** Subsequent to December 31, 2025, on January 7, 2026, the Company sold 1,333,333 shares of common stock in exchange for cash proceeds of $200,000. The Company also received $250,000 for the subscription of an additional 2,500,000 shares not yet issued. On February23, 2026, the Company issued 85,575 shares each to Mr. Brocopp and Mr. Blackstone pursuant to their director agreements. *Appointment of Roy Milner as Independent Director* ** On February 11, 2026, the Board of Directors appointed Roy Milner (Mr. Milner) to serve as an independent director of the Company, as defined under the applicable SEC rules and Nasdaq listing standards. On February 10, 2026, Mr. Milner and the Company entered into an Independent Director Agreement, with the following summarized terms: Mr. Milner 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. Milners employment commenced on February 10, 2026, and continues for a term of three (3) years. Compensation that Mr. Milner 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. Milner 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 Companys applicable equity incentive plan and any related grant documentation, and a grant each calendar quarter of $10,000 in shares of Common Stock with shares divided by a VWAP schedule. The Company shall reimburse Mr. Milner for all reasonable out-of-pocket expenses incurred in the ordinary course of the Directors business, with out-of-pocket expenses of the Director in excess of $500 subject to preapproval in advance by the Company. Mr. Milner is bound by certain confidentiality covenants with the Company. And has made certain representations and warranties customary to directors. According to the terms of the Independent Director Agreement, Mr. Blackstone shall relinquish all ownership to the Company, of work product related to his position with the Company, including any intellectual and proprietary rights of work product resulting from his position as director. *Resignation of Edward D. Kratovil from the Board of Directors* On February 14, 2026, Edward D. Kratovil, a member of the Board of Directors, notified the Company of his intention to retire from the Board of Directors effective immediately due to health-related reasons. Mr. Kratovil did not advise the Company of any disagreement with the Company on any matter relating to its operations, policies or practices. ** | F-21 | | **** **ITEM 9. 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 SECs 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, 2025, of the effectiveness of the design and operation of our companys disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our companys management, including our companys principal executive officer and principal financial officer. Based upon that evaluation, our companys principal executive officer and principal financial officer concluded that as of December 31, 2025 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. *Managements Annual Report on Internal Control Over Financial Reporting* Management assessed the effectiveness of the Companys 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, 2025, 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 Companys 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 Companys 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, 2025 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 Companys financial results. However, management believes that the lack of a functioning audit committee and lack of a majority of outside directors on the Companys board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures. The Companys management concluded that in light of the errors mentioned above, a material weakness existed in the Companys internal control over financial reporting as of December 31, 2025, and the Companys disclosure controls and procedures were not effective as of December 31, 2025. | 24 | | We are committed to improving our financial organization. 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. 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 Companys 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 Companys registered public accounting firm regarding internal control over financial reporting. Managements report was not subject to attestation by the Companys registered public accounting firm pursuant to SEC rules that permit the Company to provide only managements report in this annual report. 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. **Changes in 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, 2025. **ITEM 9B. OTHER INFORMATION** *Adoption or Termination of Trading Arrangements by Directors or Officers* ** During the Companys quarterly period ended December 31, 2025, 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. *Adoption or 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 | | **PART III** **ITEM 10. 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 Blackstone * | | Director | | 65 | | Appointed December 3, 2024 | | | Timothy Brocopp * | | Director | | 53 | | Appointed November 18, 2024 | | | James P Cassidy | | Executive Chairman of the Board of Directors | | 63 | | Appointed December 8, 2023 | | | Roy Milner | | Director | | 54 | | Appointed February 11, 2026 | | | Steven C. Laker | | Chief Executive Officer and Director | | 47 | | Appointed July 21, 2022 | | | David Stephens ** | | Chief Financial Officer | | 42 | | Appointed March 1, 2025 | | * The Board determined each of Messrs. Brocopp, Blackstone and Milner to be an independent director under Nasdaq listing standards as discussed in detail below under Director Independence. On February 14, 2026, Edward D. Kratovil, notified the Company of his intention to retire from the Board of Directors effective immediately due to health-related reasons. Mr. Kratovil did not advise the Company of any disagreement with the Company on any matter relating to its operations, policies or practices. **Executive Officers and Director Information** **Richard Blackstone** 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 companys 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 bachelors degree in economics/English and from Cardozo School of Law with a Doctor of Law JD degree. | 26 | | **Timothy Brocopp** 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. **James P. 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. **Edward D. 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 Sportsmens Foundation and received a Bachelor of Arts with a major in Political Science from Southampton College of Long Island University. Mr. Kratovil notified the Company on February 14, 2026 of his resignation from the Board of Directors. **Roy Milner**has been a member of our Board since February 11, 2026. Roy Milner is a sales and marketing professional who has built a reputation for operational excellence, strong leadership, and results-oriented management. Over the past 35 years, he has worked in a variety of environments, from entrepreneurial start-up ventures, to consulting and advisory roles, to multi-national corporations. He has founded multiple ventures and continues to deliver strategy and operational expertise to many of these companies and brands. Mr Milner is currently a partner in Cask Catalyst, a premium beverage-alcohol brand consulting and investment firm since 2020, and was a founding partner of Blackberry Farm Brewery from 2010 until its acquisition by Oldham Hospitality in 2023. In 2024, Mr Milner co-founded The Difference Business Bourbon and in 2025 he co-founded Nighthawks Bourbon. He is a co-founder of Art of Alchemy Spirits since 2024, and has been a partner of Launch Hospitality, a full service, boutique hospitality consulting and investment firm, since 2023. Mr. Milner received a Bachelor of Business Administration from the University of Tennessee. **Steven C. Laker** was appointed as the Companys 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. **David Stephens** was appointed to the position of Chief Financial Officer of the Company effective March 1, 2025. Mr. Stephens, 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 Nexeos 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. **Family Relationships** None. **Involvement in 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; | 27 | | 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. **Committees of 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. **Director Independence** Our Board currently consists of five members. Three of our current Board members and director nominees are independent as determined under listing standards of the Nasdaq Capital Market (Nasdaq). **Board Qualifications** 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. **Code of 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. **Clawback Policy** On January 1, 2024, the Companys Board of Directors adopted a Compensation Recovery Policy (the Policy). The Policy is intended to further the Companys 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. | 28 | | 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 Companys 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). **Board Oversight of Risk Management** The Board of Directors considers oversight of the Companys 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. **Board Leadership Structure and Boards 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. **Limitation on 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 corporations 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. | 29 | | 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 stockholders 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 11. 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, 2025 and 2024. 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, 2025 and 2024, our two most highly compensated executive officers, other than our principal executive officers, who were serving as executive officers at December 31, 2025 and 2024, 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, 2025 and 2024. | (a) | | (b) | | (c) | | | (d) | | | (e) | | | (f) | | | (g) | | | (h) | | | (i) | | | (j) | | | | Name and Principal Position | | Year | | Salary | | | Bonus | | | Stock Awards (3) | | | Option Awards | | | Non-equity Incentive plan compensation | | | Nonqualified deferred compensation earnings | | | All other compensation | | | Total | | | | | | | ($) | | | ($) | | | ($) | | | ($) | | | ($) | | | ($) | | | ($) | | | ($) | | | | Steven C. Laker (1) | | 2025 | | | 180,000 | | | | 54,000 | | | | | | | - | | | | - | | | | - | | | | - | | | | 234,000 | | | | Chief Executive Officer | | 2024 | | | 90,000 | | | | - | | | | 43,000 | | | | - | | | | - | | | | - | | | | - | | | | 139,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | David Stephens (2) | | 2025 | | | 100,000 | | | | 36,000 | | | | 27,000 | | | | - | | | | - | | | | - | | | | - | | | | 163,000 | | | | Chief Financial Officer | | 2024 | | | - | | | | - | | | | | | | | - | | | | - | | | | - | | | | - | | | | - | | | | | (1) | As of December 31, 2025, the Company owed Mr. Laker a total of $149,000 of accrued salary and bonus. | | | | (2) | As of December 31, 2025, the Company owed Mr. Stephens a total of $36,000 in accrued bonus. | | | | (3) | The fair value of the stock awards to Mr. Cassidy, were estimated under FASB ASC 718 based upon the closing price of the Companys common stock at the grant date of the awards and includes awards with time-based vesting and performance-based vesting conditions. Stock awards for the year ended December 31, 2025 for Mr. Stephens excludes performance-based awards with a grant date fair value under ASC 718 of $101,250 as the outcome of vesting in those awards was not considered probable. Stock awards for the year ended December 31, 2024 for Mr. Laker excludes performance-based awards with a grant date fair value under ASC 718 of $294,000 as the outcome of vesting in those awards was not considered probable. | | | 30 | | **Outstanding Equity Awards at Fiscal Year End** | | | Option Awards | | | Stock Awards | | | | Name | | Number of Securities Underlying Unexercised Options (#) Exercisable | | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | | | Option Exercise Price ($) | | | 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 C. Laker | | | - | | | | - | | | | - | | | $ | - | | | | N/A | | | | 3,375,000 | | | $ | 506,250 | | | | - | | | $ | - | | | | David Stephens | | | - | | | | - | | | | - | | | $ | - | | | | N/A | | | | 662,500 | | | $ | 99,375 | | | | - | | | $ | - | | | The market value of unvested stock awards is based on the closing price of the Companys common stock as of December 31, 2025, $0.15 per share. **Employment Agreements** **Employment Agreement 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. Lakers 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 Companys 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 Companys 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 Companys 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 Companys stock based on the Companys 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 Companys 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. | 31 | | 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. Lakers Employment Agreement is automatically terminated upon death. In the event of Mr. Lakers 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. **Employment Agreement 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. Cassidys 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 Companys 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 Companys 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 Companys 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. | 32 | | Upon Execution of the Agreement, the Company issued five hundred thousand (500,000) shares of the Companys 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 Companys stock based on the Companys 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. Cassidys Employment Agreement is automatically terminated upon death. In the event of Mr. Cassidys 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. **Employment Agreement 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. Stephens 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 Companys 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 Companys 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 Companys 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 Companys 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. | 33 | | Upon Execution of the Agreement, the Company will issue one hundred fifty thousand (150,000) shares of the Companys 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 Companys stock based on the Companys 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. **Employment Agreement with Richard Blackstone** **** On December 3, 2024, Mr. Blackstone and the Company entered into an Independent Director Agreement, commencing on 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, subject to the terms and conditions of the Companys 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. **Employment Agreement 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 Companys 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. **Employment Agreement with Roy Milner** On February 10, 2026, Mr. Milner and the Company entered into an Independent Director Agreement, commencing on February 10, 2026, for a term of three (3) years. Compensation that Mr. Milner 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. Milner 100,000 shares of common stock, par value $0.001 per share, of the Company, subject to the terms and conditions of the Companys applicable equity incentive plan and any related grant documentation, and grant each calendar quarter of $10,000 in shares of Common Stock with shares divided by a VWAP schedule. **Equity Award Plans** On June 23, 2025, the Company adopted the MDwerks, Inc. 2025 Equity Incentive Plan (the 2025 Plan), which was filed on Form S-8 on July 15, 2025, pursuant to which the Company initially reserved and made available for future issuance under the 2025 Plan 10,000,000 shares of common stock in the form of various incentive awards. Through December 31, 2025, the Company awarded an aggregate of 2,180,000 of stock appreciation rights to employees and consultants pursuant to the 2025 Plan. **Director Compensation** The Board of Directors of the Company has not adopted a stock option plan but may choose to do so in the future. If such a plan is adopted, this may be administered by the board or a committee appointed by the board. The committee would have the power to modify, extend or renew outstanding options and to authorize the grant of new options in substitution therefore, provided that any such action may not impair any rights under any option previously granted. The table below summarizes all compensation awarded to, earned by, or paid to our directors for all services rendered in all capacities to us during the year ended December 31, 2025. | Name | | Fees Earned or Paid in Cash ($) | | | Stock Awards ($) | | | Option Awards ($) | | | All Other Compensation ($) | | | Total ($) | | | | James Cassidy | | $ | 234,000 | | | $ | - | | | $ | - | | | $ | - | | | $ | 234,000 | | | | Richard Blackstone | | | 20,000 | | | | 46,112 | | | | - | | | | - | | | | 66,112 | | | | Timothy Brocopp | | | 20,000 | | | | 46,112 | | | | - | | | | - | | | | 66,112 | | | | Total: | | $ | 274,000 | | | $ | 92,224 | | | $ | - | | | $ | - | | | $ | 366,224 | | | As of December 31, 2025, the Company owed Mr. Cassidy $239,000 in accrued salary and bonus. All Director cash compensation earned in 2025 and 2024 were not yet paid as of December 31, 2025. | 34 | | **ITEM 12. 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, 2025. 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 Companys Common Stock, each of the Companys directors and executive officers, and all of the Companys directors and executive officers, as a group: On December 31, 2025 we had 234,105,560 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 | | | 824,011 | | | | * | % | | | v | % | | | Timothy Brocopp | | | 2,990,677 | | | | 1.28 | % | | | 1.39 | % | | | James P Cassidy | | | 1,000,000 | | | | * | % | | | * | % | | | Roy Milner | | | - | | | | - | | | | - | | | | Steven C. Laker | | | 1,550,000 | | | | * | % | | | * | % | | | David Stephens | | | 150,000 | | | | * | % | | | % | | | All directors and officers as a group | | | 6,514,688 | | | | 2.78 | % | | | 2.96 | % | | | | | | | | | | | | | | | | | | Five Percent or Greater Shareholders | | | | | | | | | | | | | | | Keith Mort (2) | | | 24,123,181 | | | | 10.3 | % | | | 10.3 | % | | | Brian Plotkin (3), (4) | | | 14,500,802 | | | | 6.09 | % | | | 6.09 | % | | | Infinity Holdings Group (3) | | | 13,542,506 | | | | 5.78 | % | | | 5.78 | % | | | Chad Slagle(4) | | | 12,716,725 | | | | 5.43 | % | | | 5.43 | % | | | | * | Indicates beneficial ownership of less than 1% of the outstanding common stock. | | | | (1) | The percentages in the table have been calculated on the basis of treating as outstanding for a particular person, all shares of our capital stock outstanding on December 31, 2025, there were 234,105,560 shares of our common stock outstanding and 0 shares of Series A Preferred Stock outstanding. To calculate a stockholders percentage of beneficial ownership, we include in the numerator and denominator the common stock outstanding and all shares of our common stock issuable to that person in the event of the exercise of outstanding options and other derivative securities owned by that person which are exercisable within 60 days of December 31, 2025. Common stock options and derivative securities held by other stockholders are disregarded in this calculation. Therefore, the denominator used in calculating beneficial ownership among our stockholders may differ. Unless we have indicated otherwise, each person named in the table has sole voting power and sole investment power for the shares listed opposite such persons name. | | | | (2) | Mr. Mort is located in Fletcher, NC. | | | | (3) | Includes 10,542,506 shares owned by Infinity Holdings Group, Inc. and 3,000,000 shares held by Infinity Holdings Capital Inc., entities controlled by Brian Plotkin. Infinity Holdings Group, Inc. and Infinity Holdings Capital Inc. are located in Croton on Hudson, NY. | | | | (4) | Mr. Plotkin is co-trustee of Starfish Irrevocable Trust I which holds 7,000,000 shares, and co-trustee of Starfish Irrevocable Trust II which holds 7,000,000 shares and are located in Briarcliff Manor, New York. Also includes 261,471 shares held by Mr. Plotkin, and 239,331 shares held by Steel Style Sales, Inc., located in Croton on Hudson, NY. | | | | (5) | Mr. Slagle is located in Black Mountain, NC | | | 35 | | **ITEM 13. 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 years ended December 31, 2025 and 2024, the Company received a total of $150,000 and $155,500 in proceeds from shareholders, respectively, and repaid $105,500 and $32,500 in principal and $6,276 and $0 in interest, respectively. The advances are unsecured, due on demand and have stated interest of 10% per annum. As of December 31, 2025, the balance owed on the advances from shareholders was $167,000. 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. **ITEM 14. 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, 2025 and 2024: | | | 2025 | | | 2024 | | | | Audit Fees | | $ | 140,290 | | | $ | 121,400 | | | | Audit-Related Fees | | | - | | | | - | | | | Tax Fees | | | - | | | | - | | | | All Other Fees | | | - | | | | - | | | | Total | | $ | 140,290 | | | $ | 121,400 | | | ** *Audit Fees -* 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 Committees 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 2025 and 2024 were pre-approved by our Board. | 36 | | **PART IV** **ITEM 15. 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 Registrants 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 Registrants 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 Registrants 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 Registrants 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 Registrants 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 Registrants Current Report on Form 8-K filed with the SEC on January 25, 2023). | | | 10.2 | | Executive Employment Agreement dated November 7, 2024 by and between MDwerks, Inc. and Steven Laker (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed by the Company with the SEC on November 12, 2024). | | | 10.3 | | Executive Employment Agreement dated November 7, 2024, by and between MDwerks, Inc. and James Cassidy (incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K filed by the Company with the SEC on November 12, 2024). | | | 10.4 | | Independent Director Agreement, dated December 3, 2024, by and between MDwerks, Inc. and Richard Blackstone (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed by the Company with the SEC on December 6, 2024). | | | 10.5 | | Independent Director Agreement, dated November 18, 2024, by and between MDwerks, Inc. and Timothy Brocopp (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed by the Company with the SEC on November 19, 2024). | | | 10.6 | | Executive Employment Agreement, dated March 1, 2025, by and between MDwerks, Inc. and David Stephens (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed by the Company with the SEC on March 10, 2025). | | | 10.7 | | MDwerks, Inc. 2025 Equity Incentive Plan (incorporated by reference to Exhibit 99.1 to the Companys Registration Statement on Form S-8 (file No. 333-288703) filed by the Company with the SEC on July 15, 2025). | | | 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 XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | | | 101.SCH | | Inline XBRL Taxonomy Extension Schema Document | | | 101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase Document | | | 101.DEF | | Inline XBRL Taxonomy Extension Definition Linkbase Document | | | 101.LAB | | Inline XBRL Taxonomy Extension Label Linkbase Document | | | 101.PRE | | Inline XBRL Taxonomy Extension Presentation Linkbase Document | | | 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) | | * Filed herewith. ** Furnished herewith. **** **ITEM 16. FORM 10-K SUMMARY** None. | 37 | | **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: March 31, 2026 | By: | /s/ Steven C. Laker | | | | | Steve Laker | | | | | Chief 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 Executive Officer and Director (principal executive officer) | | March 31, 2026 | | | Steven C. Laker | | | | | | | | | | | | | | /s/ David Stephens | | Chief Financial Officer (principal financial officer) | | March 31, 2026 | | | David Stephens | | | | | | | | | | | | | | /s/ James P. Cassidy | | Executive Chairman, Director | | March 31, 2026 | | | James P. Cassidy | | | | | | | | | | | | | | /s/ Roy Milner | | Director | | March 31, 2026 | | | Roy Milner | | | | | | | | | | | | | | /s/ Timothy Brocopp | | Director | | March 31, 2026 | | | Timothy Brocopp | | | | | | | | | | | | | | /s/ Richard Blackstone | | Director | | March 31, 2026 | | | Richard Blackstone | | | | | | | 38 | |