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): December 18, 2008
MDWERKS,
INC.
(Exact
name of registrant as specified in its charter)
Delaware
(State or
Other Jurisdiction of Incorporation)
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333-118155
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33-1095411
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(Commission
File Number)
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(IRS
Employer Identification
Number)
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Windolph
Center, Suite I
1020 N.W.
6th
Street
Deerfield
Beach, FL 33442
(Address
of Principal Executive Offices)
(954)
389-8300
(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):
o Written communications pursuant to Rule
425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14-12)
o Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications
pursuant to Rule 13-e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
The
use of the terms “we,” “us,” ”our,” or “the Company” in this report shall be
deemed to mean MDwerks, Inc and our subsidiaries MDwerks Global Holdings, Inc.,
Xeni Medical Systems, Inc., Xeni Financial Services, Corp., Xeni Medical
Billing, Corp. and Patient Payment Solutions, Inc.
Item
3.03
On
December 18, 2008, we were given Notice of Withdrawal of Representation by our
outside counsel due to a conflict of interest. On December 19, 2008,
our now former outside counsel advised our transfer agent, Corporate Stock
Transfer, of their resignation as counsel and their withdrawal of their standing
opinion issued on December 6, 2006 regarding the Notice of Effectiveness of
Registration Statement.
Management
is conducting a search for new counsel, which it hopes to retain within the next
30 days, and will provide any additional disclosure required to be made as a
result of the change of counsel or withdrawal of the standing opinion of counsel
issued on December 6, 2006.
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.
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MDWERKS,
INC.
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Dated:
December 24, 2008
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By:
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/s/
Howard B. Katz
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Howard
B. Katz
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Chief
Executive Officer
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