- Notification that Annual Report will be submitted late (NT 10-K)
March 31 2009 - 4:21PM
Edgar (US Regulatory)
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SEC
FILE NUMBER
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333-118155
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IRS
ID NUMBER
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33-1095411
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 12b-25
NOTIFICATION OF LATE
FILING
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(Check
one):
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þ
Form 10-K
o
Form 20-F
o
Form 11-K
o
Form 10-Q
o
Form 10-D
o
Form N-SAR
o
Form N-CSR
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For
Period Ended:
December
31, 2008
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o
Transition Report on Form 10-K
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o
Transition Report on Form 20-F
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o
Transition Report on Form 11-K
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o
Transition Report on Form 10-Q
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o
Transition Report on Form N-SAR
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For
the Transition Period Ended:_______________________
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Read Instruction (on back page)
Before Preparing Form. Please Print or Type.
Nothing
in this form shall be construed to imply that the Commission has verified any
information contained herein.
If the
notification relates to a portion of the filing checked above, identify the
Item(s) to which the notification relates: Not applicable
PART I — REGISTRANT
INFORMATION
MDwerks,
Inc.
Full Name
of Registrant
Not
Applicable
Former
Name if Applicable
1020 NW 6
th
Street, Suite
I,
Address
of Principal Executive Office
(Street and
Number)
Deerfield
Beach, FL 33442
City,
State and Zip Code
PART II — RULES 12b-25(b) AND
(c)
If the
subject report could not be filed without unreasonable effort or expense and the
registrant seeks relief pursuant to Rule 12b-25(b), the following should be
completed. (Check box if appropriate)
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(a)
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The
reason described in reasonable detail in Part III of this form could not
be eliminated without unreasonable effort or expense
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(b)
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The
subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, Form 11-K, Form N-SAR or
Form N-CSR, or portion thereof, will be filed on or before the
fifteenth calendar day following the prescribed due date; or the subject
quarterly report or transition report on Form 10-Q or subject
distribution report on Form 10-D, or portion thereof, will be filed
on or before the fifth calendar day following the prescribed due date;
and
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(c)
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The
accountant’s statement or other exhibit required by Rule 12b-25(c)
has been attached if
applicable.
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PART III —
NARRATIVE
State
below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR,
or the transition report or portion thereof, could not be filed within the
prescribed time period.
We are not able to file
our Form 10-K for the year ended December 31, 2008 by the prescribed
due date because we will not be able to collect all necessary information to
complete our consolidating and consolidated financial statements for the year
ended December 31, 2008
.
PART IV — OTHER
INFORMATION
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(1)
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Name
and telephone number of person to contact in regard to this
notification
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Vincent
Colangelo
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954
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389-8300
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(Name)
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(Area
Code)
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(Telephone
Number)
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(2)
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Have
all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such
shorter period that the registrant was required to file such report(s)
been filed? If answer is no, identify report(s).
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Yes
þ
No
o
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(3)
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Is
it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion
thereof?
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Yes
þ
No
o
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If
so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
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For the
year ended December 31, 2008, the Company states as follows:
The
Company anticipates it will report revenue of approximately $900,000 for the
year ended December 31, 2008 compared to revenue of $577,251 for the year ended
December 31, 2007. The Company anticipates it will report a net loss of
approximately $13,500,000, including approximately $8,600,000 of non-cash
charges for the year ended December 31, 2008 compared to a net loss of
$9,882,330, including approximately $5,800,000 of non-cash charges for the year
ended December 31, 2007. The increase is primarily due to additional financing
costs of approximately $400,000, additional interest expense of approximately
$4,000,000 related to increased issuances of convertible preferred stock and an
increase in selling, general and administrative expenses of approximately
$600,000. Such increases were slightly offset by an increase in
revenue of approximately $300,000. Results for fiscal 2008 are
subject to further review and adjustment.
MDwerks,
Inc.
(Name of
Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned hereunto
duly authorized.
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Date
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March
31, 2009
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By
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/s/
Vincent
Colangelo
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Name:
Vincent Colangelo
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Title: Chief
Financial Officer
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