MDWerks Inc (MDWK)

[Here 2 Learn]

Has anyone heard anything from company regarding merger or anything else?

[Here 2 Learn]

Agreed. Their proprietary system can be a game changer.
They are still posing quite a bit. They’ve made 11 posts plus additional stories on both Facebook and Instagram this month.
I keep seeing the alerts.
They’ve definitely ramped up since they decided to go public.
If the happens we should be in good shape.

[NewJerichoMan]

I'm not a big drinker but I follow them on Instagram. They were pumping out a lot of social media content over the summer but have slowed.

Best thing about 2 Trees is their accelerated whiskey aging method. If that is real, that's worth boo coo bucks. And I don't mind the dilution here.

Two Trees definitely overpaid for their shell that's fo' sure.

[Here 2 Learn]

I have thought all along that the agreement
was not in Two Trees best interest. If the removal of the lock up sweetens it enough for them to complete the merger than that’s a huge plus for us.
I cannot see the shareholders of Two Trees, who are mostly employees and original investors, letting their shares go at anything close to these prices.

I’m just glad the merger is still on. Any thoughts as to when it will close?

By the way, since the merger announcement, I’ve purchased many of their items and they make an incredible product!

[NewJerichoMan]

Two Trees was always getting 60M shares.

The change isn't the number of shares to be issues. The change is the treatment of preferred versus common shareholders of Two Trees shares.

Previous lock-up period was in thirds. The anniversaries were like 9, 18, and 36 months wherein a third would become unrestricted. Now, no lock-up periods.

We're 125M issued and outstanding now, with 200M authorized. Looks like 60M is getting added on top. Maybe another 7.5M to Mr. Mort as well. Authorized share count may get increased to 300M from 200M. It was reported but has never been done. As of yet.

[NewJerichoMan]

Amendment No. 2 of Merger Agreement

Basically 2 changes. 1. Preferreds and commons of Two Trees treated equally. 60M new shares for $MDWK. Vaguely remember these shares already being accounted for in our float. Maybe I'm wrong here. If so, our outstanding share count rises to 185M from 125M. 2. Lock-up agreement removed, or basically those 60M shares are free to sell at any time. Again, I thought the no lock-up was already in place. We have 110M unrestricted shares now. Will have to read further.

https://www.otcmarkets.com/filing/html?id=16928208&guid=nVg-k6UIqQyeJth

[Here 2 Learn]

Same here. It’s public information so I don’t understand the quiet period.

[NewJerichoMan]

I call. Send emails. No replies.

[Here 2 Learn]

Interesting. Where did that asset come from? Did I miss it in a previous filing.
Also, the most recent 10Q was through 6/30, and the Two Trees Merger still showed on or before 5/31. So was it terminated or is it active until they say it isn’t. Either way, it would be great to know the status. I’ve tried to reach out to the company several times with no luck.

[NewJerichoMan]

8K out.

We apparently had $195K in automotive parts to sell to a high-end repair shop in Colorado. Get $100K today, with a $95K note, 5-year term, and 8% interest.

I find that confusing.

https://www.otcmarkets.com/filing/html?id=16906915&guid=xRg-kaNWUVQFJth#ex2-1_htm

[NewJerichoMan]

Crickets.

[Here 2 Learn]

Curious if anyone has spoken to or been in contact with CEO Steven or anyone from the company?

[NewJerichoMan]

Painted for a warm(er) fuzzy feeling over the weekend.

[NewJerichoMan]

Someone smacked the BID and the $0.02 price it's been for days now finally gets registered. Funny but weird.

[splintered sunlight]

Up 4,000% LOL

[Here 2 Learn]

Looks like MM playing games.
No idea how trade went off at .0005 at 9:30 for 4000. But either way, last trade was a .064. So how does it still show .0005. Only solution he’s baiting trying get people to sell.

[NewJerichoMan]

What is going on with the Quoted Price for $MDWK this morning (6/22/23)? It was at $0.0005, then up to $0.02xx, and now back down to trip zeros with a 5 after it.

[Penny2Dime]

Pink Current!

[JAttias]

looks like related to the RF acquisition they announced in February? Would be my guess.

[NewJerichoMan]

$MDWK filed the amended 10K at the end of May. Also at the end of May (reported yesterday), they bought $88K of equipment (listed below). Hard to tell what the plan is here.

[Here 2 Learn]

LOL! Really? This is expert market not grey market. It’s a filing error, an account that wasn’t reported. It will be cleared up shortly. Laker didn’t pay 500K plus to have his shell disappear!
Plus if you’re watching, Two Tree’s is ramping up their social media, posting now more than ever.
No guarantee the merger is going through, but the stock is not dead, it’s on pause till they amend their filing.

[NewJerichoMan]

We've been tossed onto the Expert Market. That usually means game over.

[Here 2 Learn]

Have you had the opportunity to
the speak to the company or find any new research?

[Here 2 Learn]

Agreed!!! If merger goes through, will be a great opportunity.

[SmokeSignals]

buy low>>>right here imo.

[Here 2 Learn]

1M restricted shares added!
Merger taking shape!

[Here 2 Learn]

What are you referring to?

[NewJerichoMan]

Someone's not willing to go beyond March 2023. We don't go to the expert market. Just unsolicited.

[Here 2 Learn]

Very strange! Two Trees has shares locked up for minimum 9 months. Not sure their #s but real company with real revenues. Could be something that just pops as soon as deal is official.

[jabrock1]

Merger clarified on 9mil float and it’s get 0 vol. smh.

[NewJerichoMan]

Share count held steady this month.

[jabrock1]

There was some big money backing the play. I refuse to believe this is a garbage merger. Float is still 6mil.

[jtomm]

Yeah, I think you're right

[NewJerichoMan]

Whole bunch of shares just dropped on the BID. Yep, this ain't going anywhere positive until more light is shone on what's been rolled into the company.

[NewJerichoMan]

The first is based out of Washington (state). It's not that one.

[jtomm]

Yeah, it's possible that's the company "website" rather than the one I previously posted.

[NewJerichoMan]

Keith Mort LinkedIn profile
https://www.linkedin.com/in/keithmort/

Keith Mort FB page
https://www.facebook.com/keith.mort1

Little color about Mort and perhaps his "other" business: Two Trees Distillery.
https://ashvegas.com/asheville-entrepreneurs-inventors-first-moonshiners-second/

Physical Location of Two Trees Distillery in North Cackalacky.
https://www.google.com/maps/place/Two+Trees+Distilling+Company/@35.4400528,-82.4975594,3a,75y,24.42h,92.98t,1.24r/data=!3m6!1e1!3m4!1sO6PLyamRZHfuEImNBeEocA!2e0!7i16384!8i8192!4m5!3m4!1s0x8859ec6ac868128f:0x9f6f57c4a3f01b7c!8m2!3d35.4403322!4d-82.4971618

Reportedly has had a "fast aging" process for 5+ years now. If that process worked, I'd think liquor companies would beat a path to his door...

Likely means the "exchange" has nothing to do with the distillery. "RF" seems to be related to radio frequencies, which is a North Cackalacky limited liability company. I think it is more likely this is the "website", a fledgling attempt.
https://jcdraftsite.wordpress.com/

[ANTI-BAGHOLDER]

$MDWK The RF SPECIALTIES® GROUP is an alliance of independent broadcast suppliers. have 18 offices throughout the US and Philippines, with qualified sales people to help fill the needs of radio and TV stations worldwide from our listing of over 300 different product lines.

[jtomm]

This appears to be the company website:

https://rfspecialties.com/

[ANTI-BAGHOLDER]

$MWDK Merger 8k last night. RF Specialties merging in. $6 million in revenues. 5 million floating

[ANTI-BAGHOLDER]

$6.6 million in revenue

[NewJerichoMan]

Merger announced. RF Specialties LLC & Kevin Mort

Website: https://rfspecialties.com/about/

SEC filing: https://www.otcmarkets.com/filing/html?id=16335255&guid=s22-ke4whc2pJth

[Here 2 Learn]

Morning action! Nice!

[Here 2 Learn]

It will be interesting to see who received the shares when we see the next filing.
Hopefully there will be some concurrent positive news as well.

[jabrock1]

It’s like they are issuing all their AS to the unrestricted. Gonna be maxed by the time the merger happens which could be nice if there is a lockup period in those unrestricted shares…

[NewJerichoMan]

Another 14.25M outstanding shares since our last update about a month ago. Sigh.
This better be a helluva company getting rolled into $MDWK.

[NewJerichoMan]

Item 3.02. Unregistered Sales of Equity Securities.

https://www.otcmarkets.com/filing/html?id=16252742&guid=DlP-kpQDq0cmB3h

On December 6, 2022, MDwerks, Inc. (the “Company”) issued 90,000,000 shares of the Company’s common stock (the “Common Stock”) upon conversion of 900,000 shares of the Company’s Series A Convertible Preferred Stock (the “Series A Preferred Stock”) held by Tradition Reserve I LLC (“Tradition”). As previously reported, prior to the conversion, Tradition owned a total of 10,000,000 shares of Series A Preferred Stock, representing 100% of the authorized and issued Series A Preferred Stock.

Following the conversion, Tradition distributed the 90,000,000 shares of Common Stock, pro rata, to its members.

Following the conversion, the Company has 108,010,208 shares of Common Stock outstanding and 9,100,000 shares of Series A Preferred Stock outstanding.

Under the Company’s amended and restated certificate of incorporation, any holder of Series A Preferred Stock has the right, at any time and from time to time, to convert all or any of the shares of Series A Preferred Stock held by such holder into shares of Common Stock on a one to 100 basis.

The issuance of the shares of Common Stock pursuant to the foregoing transactions was made without registration in reliance on the exemption from registration under the Securities Act of 1933, as amended, afforded by Section 3(a)(9) thereof. No commission or other remuneration was paid or given directly or indirectly for soliciting the exchange of such securities.

[NewJerichoMan]

This was an expected step (change in share structure) but (it's arguable) maybe not to this magnitude.

90,000,000 new shares are now outstanding *and* unrestricted. The float has gone from 6,043,162, up to 96,043,162.

Progress is being made. Let's see what sort of company gets rolled in here. Market Cap of company went from $1.4Mish up to $8.6Mish based on change in share structure.

[NewJerichoMan]

Looks like someone is trying to buy today. Best of luck. Float is bound up prettttyyy toight!

[NewJerichoMan]

116,600 shares on the ASK if anyone wants to go grab it.