0001295514 false 0001295514 2023-02-02 2023-02-02 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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): February 2, 2023

 

MDwerks, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   000-56299   33-1095411

(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 4.01. Changes in Registrant’s Certifying Accountant.

 

(a) Resignation of Independent Registered Public Accounting Firm

 

On February 2, 2023, the Board of Directors of MDwerks, Inc. (the “Company”) dismissed TAAD LLP (“TAAD”) as the Company’s independent registered public accounting firm.

 

TAAD’s reports on the Company’s financial statements for the fiscal years ended December 31, 2021 and 2020 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except that such reports expressed substantial doubt regarding the Company’s ability to continue as a going concern. Furthermore, during the fiscal years ended December 31, 2021 and 2020 and through February 2, 2023, there have been no disagreements with TAAD on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to TAAD’s satisfaction, would have caused TAAD to make reference to the subject matter of the disagreement in connection with its reports on the Company’s financial statements for such periods.

 

For the fiscal years ended December 31, 2021 and 2020 and through February 2, 2023, there were no “reportable events” as that term is described in Item 304(a)(1)(v) of Regulation S-K.

 

The Company provided TAAD with a copy of the disclosure contained herein, prior to its filing with the Securities and Exchange Commission (the “Commission”), and requested that TAAD furnish the Company a letter addressed to the Commission stating whether or not it agreed with the statements herein and, if not, stating the respects in which it does not agree. TAAD’s letter to the Commission is attached hereto as Exhibit 16.1.

 

(b) Engagement of New Independent Registered Public Accounting Firm

 

On February 2, 2023, the Company’s Board of Directors appointed M&K CPAs LLC (“M&K”) as the Company’s new independent registered public accounting firm. During the fiscal years ended December 31, 2021 and 2020 and through February 2, 2023, neither the Company nor anyone acting on the Company’s behalf consulted M&K with respect to any of the matters or reportable events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
     
16.1   Letter, dated February 2, 2023, from TAAD LLP addressed to the Commission.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 
 

 

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: February 3, 2023 By: /s/ Steven C. Laker
  Name: Steven C. Laker
  Title: Chief Executive Officer