UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 15, 2023

MDwerks, Inc.

(Exact name of registrant as specified in its charter)

Delaware000-5629933-1095411

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

411 Walnut Street, Suite 20125

Green Cove Springs, FL

32043
(Address of principal executive offices) (Zip Code)

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

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

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

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

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

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

Emerging growth company ☐

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

Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

On May 15, 2023, M&K CPAS, PLLC, the Company's independent registered public accounting firm ("M&K"), notified the Company that the Company's balance sheet as of December 31, 2022, and the related statements of operations, statement of changes in stockholders' equity (deficit), and cash flows (the "2022 Financial Statements") included in the Company's Annual Report on Form 10-K, filed with the Securities and Exchange Commission (the "SEC") on March 27, 2023 (the "10-K") should be restated and should no longer be relied upon.

Subsequent to the Company's filing of the 10-K, it was discovered that a bank account of the Company was not included in the 10-K, and the Company determined that the errors required adjustment of 2022 Financial Statements. This led to an understatement of certain expenses and an understatement of the Company's cash balance.

The Company and M&K determined that the reporting effects of the above errors had a material impact to the 2022 Financial Statements included in the 10-K. As a result, the 2022 Financial Statements will be restated, and the Company will file an amendment to the 10-K with the SEC.

The Company's management concluded that in light of the errors mentioned above, a material weakness existed in the Company's internal control over financial reporting as of December 31, 2022, and the Company's disclosure controls and procedures were not effective as of December 31, 2022.

The Company's management and its Board of Directors have discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with M&K.

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SIGNATURES

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

MDwerks, Inc.
Date: May 19, 2023 By:/s/ Steven C. Laker
Name: Steven C. Laker
Title: Chief Executive Officer
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Mdwerks Inc. published this content on 19 May 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 19 May 2023 20:13:52 UTC.