MDWerks Inc

Previous wording

Our results of operations for the three and six months ended June 30, 2024 include the operations of these businesses for the full quarter. The results of operations for the three and six months ended June 30, 2023 do not include any results from the acquired businesses.

Current wording

Our results of operations for the three and nine months ended September 30, 2024 include the operations of these businesses for the full quarter. The results of operations for the three and nine months ended September 30, 2023 do not include any results from the acquired businesses.

Previous wording

Revenue. Revenue for the three months ended June 30, 2024 was $271,894 compared to $0 for the three months ended June 30, 2023. The revenue is primarily attributable to liquor sales during the three months resulting from the acquisition of Two Trees and product and service income resulting from the acquisition of RF Specialties. We did not earn any revenues for the three months ended June 30, 2023.

Current wording

Revenue. Revenue for the three months ended September 30, 2024 was $1,058,707 compared to $0 for the three months ended September 30, 2023. The revenue is primarily attributable to liquor sales during the three months resulting from the acquisition of Two Trees and product and service income resulting from the acquisition of RF Specialties. We did not earn any revenues for the three months ended September 30, 2023.

Previous wording

Cost of Sales. Cost of sales for the three months ended June 30, 2024 was $343,408 compared to $0 for three months ended June 30, 2023. The cost of sales is primarily attributable to liquor sales during the period resulting from the acquisition of Two Trees, and labor costs related to the product and service income resulting from the acquisition of RF Specialties. We did not incur any cost of sales for the three months ended June 30, 2023.

Current wording

Cost of Sales. Cost of sales for the three months ended September 30, 2024 was $325,839 compared to $0 for three months ended September 30, 2023. The cost of sales is primarily attributable to liquor sales during the period resulting from the acquisition of Two Trees, and labor costs related to the product and service income resulting from the acquisition of RF Specialties. We did not incur any cost of sales for the three months ended September 30, 2023.

Previous wording

Operating Expenses. The Company reported operating expenses of $1,230,010 consisting primarily of legal, accounting, payroll, and general business related expenses for the six months ended June 30, 2024 compared to $105,527 for the six months ended June 30, 2023. The $1,124,483 increase in operating expenses was primarily attributable to increased legal, payroll expenses and accounting fees related to our acquisitions that occurred in December 2023, our public company reporting obligations associated with this acquisitions, and increased audit fees from the acquisitions closing in December 2023. Operating expenses included depreciation and amortization expense of $153,094 for the six months ended June 30, 2024.

Current wording

Operating Expenses. The Company reported operating expenses of $569,938 consisting primarily of legal, accounting, payroll, and general business related expenses for the three months ended September 30, 2024 compared to $129,132 for the three months ended September 30, 2023. The $440,806 increase in operating expenses was primarily attributable to increased legal, payroll expenses and accounting fees related to our acquisitions that occurred in December 2023, our public company reporting obligations associated with this acquisitions, and increased audit fees from the increase in our business size from the acquisitions closing in December 2023. Operating expenses included depreciation and amortization expense of $58,969 for the three months ended September 30, 2024.

Previous wording

Total Other Expenses. Total other expense was $62,557 for the three months ended June 30, 2024 compared to $5,676 for the three months ended June 30, 2023. Other expense for the three months ended June 30, 2024 primarily consisted of $57,700 of losses on disposal of assets, interest expense of $6,757 and interest income of $1,900. Other expense for the three months ended June 30, 2023 consisted of interest expense of $5,676.

Current wording

Total Other Expenses. Total other expense was $5,906 for the three months ended September 30, 2024 compared to $164,623 for the three months ended September 30, 2023. Other expense for the three months ended September 30, 2024 primarily consisted of interest expense of $7,806 and interest income of $1,900. Other income for the three months ended September 30, 2023 consisted of interest expense of $4,232 and $168,855 of gain on disposal of assets.

Previous wording

The Company’s results of operations for the six months ended June 30, 2024 include the results of Two Trees since the acquisition date of December 8, 2023, and include the results of RFS from the acquisition date of December 27, 2023.

Current wording

The Company’s results of operations for the nine months ended September 30, 2024 include the results of Two Trees since the acquisition date of December 8, 2023, and include the results of RFS from the acquisition date of December 27, 2023.

Previous wording

Revenue. Revenue for the six months ended June 30, 2024 was $956,554 compared to $0 for the six months ended June 30, 2023. The revenue is primarily attributable to liquor sales during the three months resulting from the acquisition of Two Trees and product and service income resulting from the acquisition of RF Specialties. We did not earn any revenues for the six months ended June 30, 2023.

Current wording

Revenue. Revenue for the nine months ended September 30, 2024 was $2,015,261 compared to $0 for the nine months ended September 30, 2023. The revenue is primarily attributable to liquor sales during the three months resulting from the acquisition of Two Trees and product and service income resulting from the acquisition of RF Specialties. We did not earn any revenues for the nine months ended September 30, 2023.

Previous wording

Cost of Sales. Cost of sales for the six months ended June 30, 2024 was $733,249 compared to $0 for six months ended June 30, 2023. The cost of sales is primarily attributable to liquor sales during the period resulting from the acquisition of Two Trees, and labor costs related to the product and service income resulting from the acquisition of RF Specialties. We did not incur any cost of sales for the six months ended June 30, 2023.

Current wording

Cost of Sales. Cost of sales for the nine months ended September 30, 2024 was $1,059,088 compared to $0 for nine months ended September 30, 2023. The cost of sales is primarily attributable to liquor sales during the period resulting from the acquisition of Two Trees, and labor costs related to the product and service income resulting from the acquisition of RF Specialties. We did not incur any cost of sales for the nine months ended September 30, 2023.

Previous wording

Operating Expenses. The Company reported operating expenses of $630,044 consisting primarily of legal, accounting, payroll, and general business related expenses for the three months ended June 30, 2024 compared to $64,076 for the three months ended June 30, 2023. The $565,968 increase in operating expenses was primarily attributable to increased legal, payroll expenses and accounting fees related to our acquisitions that occurred in December 2023, our public company reporting obligations associated with this acquisitions, and increased audit fees from the acquisitions closing in December 2023. Operating expenses included depreciation and amortization expense of $75,164 for the three months ended June 30, 2024.

Current wording

Operating Expenses. The Company reported operating expenses of $1,799,948 consisting primarily of legal, accounting, payroll, and general business-related expenses for the nine months ended September 30, 2024 compared to $234,659 for the nine months ended September 30, 2023. The $1,565,289 increase in operating expenses was primarily attributable to increased legal, payroll expenses and accounting fees related to our acquisitions that occurred in December 2023, our public company reporting obligations associated with this acquisitions, and increased audit fees from the acquisitions closing in December 2023. Operating expenses included depreciation and amortization expense of $212,063 for the nine months ended September 30, 2024.

Previous wording

Total Other Expenses. Total other expense was $59,799 for the six months ended June 30, 2024 compared to $5,676 for the six months ended June 30, 2023. Other expense for the six months ended June 30, 2024 primarily consisted of $54,000 of losses on disposal of assets, interest expense of $9,599 and interest income of $3,800. Other expense for the six months ended June 30, 2023 consisted of interest expense of $5,676.

Current wording

Total Other Expenses. Total other expense was $65,705 for the nine months ended September 30, 2024 compared to other income of $158,947 for the nine months ended September 30, 2023. Other expense for the nine months ended September 30, 2024 primarily consisted of $54,000 of losses on disposal of assets, interest expense of $17,405 and interest income of $5,700. Other expense for the nine months ended September 30, 2023 consisted of $168,855 of gains on sale of assets, and interest expense of $9,908.

Previous wording

As of June 30, 2024, and December 31, 2023, we had $47,650 and $115,111 of cash, 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. As of June 30, 2024, the Company has incurred operating losses since inception of $1,805,892. At June 30, 2024, the Company had a working capital deficit of $1,181,970.

Current wording

As of September 30, 2024, and December 31, 2023, we had $62,478 and $115,111 of cash, 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. As of September 30, 2024, the Company has incurred operating losses since inception of $1,648,868. At September 30, 2024, the Company had a working capital deficit of $762,357.

Previous wording

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.

Current wording

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

Previous wording

Cash Used in Operating Activities. Net cash used in operating activities for the six months ended June 30, 2024, and 2023, were $458,335 and $138,044. 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.

Current wording

Cash Used in Operating Activities. Net cash used in operating activities for the nine months ended September 30, 2024, and 2023, were $662,693 and $266,815. 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.

Previous wording

Cash Used from Investing Activities. Cash used in investing activities for the six months ended June 30, 2024, and 2023 was $8,820 and $107,500, respectively, including purchases of equipment of $8,820 and $88,000, respectively, and purchases of intangible assets of $0 and $19,500, respectively.

Current wording

Cash Used from Investing Activities. Cash used in investing activities for the nine months ended September 30, 2024, and 2023 was $6,990 and $82,500, respectively, including purchases of equipment of $6,990 and $88,000, respectively, and purchases of intangible assets of $0 and $19,500, respectively. For the nine months ended September 30, 202, cash used in investing activities also included proceeds from the sale of equipment of $100,000, partially offset by payments on loans receivable of $75,000.

Previous wording

Cash Provided by Financing Activities. Net cash provided by financing activities for the six months ended June 30, 2024, and 2023 was $399,694 and $226,767, respectively. The cash provided by financing activities for the six months ended June 30, 2024 was attributable to proceeds from subscriptions agreements of $390,000, proceeds from notes payable of $125,000, partially offset by repayments of notes payable of $90,306. The cash provided by financing activities for the six months ended June 30, 2023 was attributable to proceeds from sale of common stock of $185,598, proceeds from advances of $50,500, partially offset by repayment of advances of $9,331.

Current wording

Cash Provided by Financing Activities. Net cash provided by financing activities for the nine months ended September 30, 2024, and 2023 was $617,050 and $491,648, respectively. The cash provided by financing activities for the nine months ended September 30, 2024 was attributable to proceeds from subscriptions agreements of $640,000, proceeds from related party notes payable of $120,500, partially offset by repayments of notes payable of $143,450. The cash provided by financing activities for the nine months ended September 30, 2023 was attributable to proceeds from sale of common stock of $392,349, proceeds from advances of $118,748, partially offset by repayment of advances of $19,449.