UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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): June 28, 2006


                                  MDWERKS, INC.
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             (Exact name of registrant as specified in its charter)

                                    Delaware
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                 (State or Other Jurisdiction of Incorporation)

             333-118155                                33-1095411
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     (Commission File Number)           (IRS Employer Identification Number)

                            Windolph Center, Suite I
                              1020 N.W. 6th Street
                            Deerfield Beach, FL 33442
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                    (Address of Principal Executive Offices)

                                 (954) 389-8300
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              (Registrant's Telephone Number, Including Area Code)


          (Former Name or Former Address, if Changed Since Last Report)

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 240.14-12)

[ ] 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 13-e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))





ITEM 3.02         UNREGISTERED SALES OF EQUITY SECURITIES.

On June 28, 2006, we completed a private placement to accredited investors
pursuant to the terms of a Confidential Private Placement Memorandum, dated
February 1, 2006, and private placement subscription agreements executed and
delivered by each investor. Each unit consists of one share of our Series A
Convertible Preferred Stock, par value $.001 per share, and a detachable,
transferable warrant to purchase 20,000 shares of our common stock, at a
purchase price of $3.00 per share. Pursuant to the Private Placement we sold an
aggregate of 28.33 units and we received aggregate gross proceeds of $1,700,000
from the sale of these units.

The Series A Convertible Preferred stock sold in the private placement shall not
be entitled to receive dividends or other distributions from the Company. Each
share of Series A convertible preferred stock shall initially be convertible, at
the option of the holder, into 20,000 shares of our common stock, subject to
adjustment due to consolidation, merger or sale or common stock dividends. The
holders of shares of Series A convertible preferred stock shall be entitled to
vote on all matters submitted to a vote of the stockholders of the Company and
shall have the number of votes equal to the number of shares of our common stock
into which their shares of Series A Convertible Preferred Stock are convertible.

The private placement was made solely to "accredited investors," as defined in
Regulation D under the Securities Act of 1933, as amended, or the Securities
Act. None of the units, warrants or the Common Stock, or shares of our common
stock underlying the warrants sold in the offering were registered under the
Securities Act, or the securities laws of any state, and were offered and sold
in reliance on the exemption from registration afforded by Section 4(2) and
Regulation D (Rule 506) under the Securities Act and corresponding provisions of
state securities laws, which exempts transactions by an issuer not involving any
public offering.

Brookshire Securities Corporation, or Brookshire, served as the lead placement
agent in connection with the private placement. Brookshire received a cash fee
in the aggregate of $170,000, and will receive 170,000 shares of our common
stock and, for nominal consideration, five-year warrants to purchase 56,667
shares of our common stock at an exercise price of $1.50 per share on terms
which are identical to those warrants included in the units except that they
contain a cashless exercise provision. In addition, the warrants have
registration rights that are the same as those afforded to investors in the
private placement.

The sale of the shares of our Series A Convertible Preferred Stock and warrants
in connection with the private placement, were exempt from registration under
the Securities Act pursuant to Section 4(2) and/or Regulation D (Rule 506)
thereof. We made this determination based on the representations of the persons
purchasing such securities, which included, in pertinent part, that such persons
were "accredited investors" within the meaning of Rule 501 of Regulation D
promulgated under the Securities Act, and that such persons were acquiring such
securities for investment purposes for their own respective accounts and not as
nominees or agents, and not with a view to the resale or

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distribution, and that each such persons understood such securities may not be
sold or otherwise disposed of without registration under the Securities Act or
an applicable exemption therefrom.

Thus, such securities may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements and
certificates evidencing such shares contain a legend stating the same.

ITEM 9.01         FINANCIAL STATEMENTS AND EXHIBITS.

(d)      Exhibits

         The following exhibits are filed as part of this report:

         Exhibit No.      Description
         -----------      -----------

             3.1          Certificate of Designations*

             4.1          Form of Warrants to purchase shares of Common Stock at
                          a price of $3.00 per share*

             4.2          Form of Warrants issued to Placement Agent (and sub-
                          agents) to purchase shares of Common Stock at a price
                          of $1.50 per share*

             10.1         Form of Private Placement Subscription Agreement *

             *Incorporated by reference to the Company's Form 8-K filed on March
             24, 2006.

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                                    SIGNATURE

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

                                            MDWERKS, INC.


Dated: June 29, 2006                        By: /s/ Howard B. Katz
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                                               Howard B. Katz
                                               Chief Executive Officer






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                                  EXHIBIT INDEX

Exhibit No.         Description
-----------         -----------

    3.1             Certificate of Designations*

    4.1             Form of Warrants to purchase shares of Common Stock at a
                    price of $3.00 per share*

    4.2             Form of Warrants issued to Placement Agent (and sub-agents)
                    to purchase shares of Common Stock at a price of $1.50 per
                    share*

    10.1            Form of Private Placement Subscription Agreement*



*Incorporated by reference to the Company's Form 8-K filed on March 24, 2006.


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