As filed with the Securities and Exchange Commission on Registration No.

false 0001435617 0001435617 2025-01-01 2025-09-30 0001435617 dei:BusinessContactMember 2025-01-01 2025-09-30 0001435617 2024-12-31 0001435617 2023-12-31 0001435617 srt:ChiefExecutiveOfficerMember 2024-12-31 0001435617 srt:ChiefExecutiveOfficerMember 2023-12-31 0001435617 2025-09-30 0001435617 srt:RestatementAdjustmentMember 2024-12-31 0001435617 srt:ChiefExecutiveOfficerMember 2025-09-30 0001435617 2024-01-01 2024-12-31 0001435617 2023-01-01 2023-12-31 0001435617 2025-07-01 2025-09-30 0001435617 2024-07-01 2024-09-30 0001435617 2024-01-01 2024-09-30 0001435617 us-gaap:PreferredStockMember 2022-12-31 0001435617 us-gaap:CommonStockMember 2022-12-31 0001435617 us-gaap:AdditionalPaidInCapitalMember 2022-12-31 0001435617 us-gaap:RetainedEarningsMember 2022-12-31 0001435617 2022-12-31 0001435617 us-gaap:PreferredStockMember 2023-03-31 0001435617 us-gaap:CommonStockMember 2023-03-31 0001435617 us-gaap:AdditionalPaidInCapitalMember 2023-03-31 0001435617 us-gaap:RetainedEarningsMember 2023-03-31 0001435617 2023-03-31 0001435617 us-gaap:PreferredStockMember 2023-06-30 0001435617 us-gaap:CommonStockMember 2023-06-30 0001435617 us-gaap:AdditionalPaidInCapitalMember 2023-06-30 0001435617 us-gaap:RetainedEarningsMember 2023-06-30 0001435617 2023-06-30 0001435617 us-gaap:PreferredStockMember 2023-09-30 0001435617 us-gaap:CommonStockMember 2023-09-30 0001435617 us-gaap:AdditionalPaidInCapitalMember 2023-09-30 0001435617 us-gaap:RetainedEarningsMember 2023-09-30 0001435617 2023-09-30 0001435617 us-gaap:PreferredStockMember 2023-12-31 0001435617 us-gaap:CommonStockMember 2023-12-31 0001435617 us-gaap:AdditionalPaidInCapitalMember 2023-12-31 0001435617 us-gaap:RetainedEarningsMember 2023-12-31 0001435617 us-gaap:PreferredStockMember 2024-03-31 0001435617 us-gaap:CommonStockMember 2024-03-31 0001435617 us-gaap:AdditionalPaidInCapitalMember 2024-03-31 0001435617 us-gaap:RetainedEarningsMember 2024-03-31 0001435617 2024-03-31 0001435617 us-gaap:PreferredStockMember 2024-06-30 0001435617 us-gaap:CommonStockMember 2024-06-30 0001435617 us-gaap:AdditionalPaidInCapitalMember 2024-06-30 0001435617 us-gaap:RetainedEarningsMember 2024-06-30 0001435617 2024-06-30 0001435617 us-gaap:PreferredStockMember 2024-09-30 0001435617 us-gaap:CommonStockMember 2024-09-30 0001435617 us-gaap:AdditionalPaidInCapitalMember 2024-09-30 0001435617 us-gaap:RetainedEarningsMember 2024-09-30 0001435617 2024-09-30 0001435617 srt:RestatementAdjustmentMember us-gaap:PreferredStockMember 2023-12-31 0001435617 srt:RestatementAdjustmentMember us-gaap:CommonStockMember 2023-12-31 0001435617 srt:RestatementAdjustmentMember us-gaap:AdditionalPaidInCapitalMember 2023-12-31 0001435617 srt:RestatementAdjustmentMember us-gaap:RetainedEarningsMember 2023-12-31 0001435617 srt:RestatementAdjustmentMember 2023-12-31 0001435617 us-gaap:PreferredStockMember 2024-12-31 0001435617 us-gaap:CommonStockMember 2024-12-31 0001435617 us-gaap:AdditionalPaidInCapitalMember 2024-12-31 0001435617 us-gaap:RetainedEarningsMember 2024-12-31 0001435617 us-gaap:PreferredStockMember 2025-03-31 0001435617 us-gaap:CommonStockMember 2025-03-31 0001435617 us-gaap:AdditionalPaidInCapitalMember 2025-03-31 0001435617 us-gaap:RetainedEarningsMember 2025-03-31 0001435617 2025-03-31 0001435617 us-gaap:PreferredStockMember 2025-06-30 0001435617 us-gaap:CommonStockMember 2025-06-30 0001435617 us-gaap:AdditionalPaidInCapitalMember 2025-06-30 0001435617 us-gaap:RetainedEarningsMember 2025-06-30 0001435617 2025-06-30 0001435617 us-gaap:PreferredStockMember 2023-01-01 2023-03-31 0001435617 us-gaap:CommonStockMember 2023-01-01 2023-03-31 0001435617 us-gaap:AdditionalPaidInCapitalMember 2023-01-01 2023-03-31 0001435617 us-gaap:RetainedEarningsMember 2023-01-01 2023-03-31 0001435617 2023-01-01 2023-03-31 0001435617 us-gaap:PreferredStockMember 2023-04-01 2023-06-30 0001435617 us-gaap:CommonStockMember 2023-04-01 2023-06-30 0001435617 us-gaap:AdditionalPaidInCapitalMember 2023-04-01 2023-06-30 0001435617 us-gaap:RetainedEarningsMember 2023-04-01 2023-06-30 0001435617 2023-04-01 2023-06-30 0001435617 us-gaap:PreferredStockMember 2023-07-01 2023-09-30 0001435617 us-gaap:CommonStockMember 2023-07-01 2023-09-30 0001435617 us-gaap:AdditionalPaidInCapitalMember 2023-07-01 2023-09-30 0001435617 us-gaap:RetainedEarningsMember 2023-07-01 2023-09-30 0001435617 2023-07-01 2023-09-30 0001435617 us-gaap:PreferredStockMember 2023-10-01 2023-12-31 0001435617 us-gaap:CommonStockMember 2023-10-01 2023-12-31 0001435617 us-gaap:AdditionalPaidInCapitalMember 2023-10-01 2023-12-31 0001435617 us-gaap:RetainedEarningsMember 2023-10-01 2023-12-31 0001435617 2023-10-01 2023-12-31 0001435617 us-gaap:PreferredStockMember 2024-01-01 2024-03-31 0001435617 us-gaap:CommonStockMember 2024-01-01 2024-03-31 0001435617 us-gaap:AdditionalPaidInCapitalMember 2024-01-01 2024-03-31 0001435617 us-gaap:RetainedEarningsMember 2024-01-01 2024-03-31 0001435617 2024-01-01 2024-03-31 0001435617 us-gaap:PreferredStockMember 2024-04-01 2024-06-30 0001435617 us-gaap:CommonStockMember 2024-04-01 2024-06-30 0001435617 us-gaap:AdditionalPaidInCapitalMember 2024-04-01 2024-06-30 0001435617 us-gaap:RetainedEarningsMember 2024-04-01 2024-06-30 0001435617 2024-04-01 2024-06-30 0001435617 us-gaap:PreferredStockMember 2024-07-01 2024-09-30 0001435617 us-gaap:CommonStockMember 2024-07-01 2024-09-30 0001435617 us-gaap:AdditionalPaidInCapitalMember 2024-07-01 2024-09-30 0001435617 us-gaap:RetainedEarningsMember 2024-07-01 2024-09-30 0001435617 us-gaap:PreferredStockMember 2024-10-01 2024-12-31 0001435617 us-gaap:CommonStockMember 2024-10-01 2024-12-31 0001435617 us-gaap:AdditionalPaidInCapitalMember 2024-10-01 2024-12-31 0001435617 us-gaap:RetainedEarningsMember 2024-10-01 2024-12-31 0001435617 2024-10-01 2024-12-31 0001435617 srt:RestatementAdjustmentMember us-gaap:PreferredStockMember 2024-01-01 2024-03-31 0001435617 srt:RestatementAdjustmentMember us-gaap:CommonStockMember 2024-01-01 2024-03-31 0001435617 srt:RestatementAdjustmentMember us-gaap:AdditionalPaidInCapitalMember 2024-01-01 2024-03-31 0001435617 srt:RestatementAdjustmentMember us-gaap:RetainedEarningsMember 2024-01-01 2024-03-31 0001435617 srt:RestatementAdjustmentMember 2024-01-01 2024-03-31 0001435617 us-gaap:PreferredStockMember srt:RestatementAdjustmentMember 2024-07-01 2024-09-30 0001435617 us-gaap:CommonStockMember srt:RestatementAdjustmentMember 2024-07-01 2024-09-30 0001435617 us-gaap:AdditionalPaidInCapitalMember srt:RestatementAdjustmentMember 2024-07-01 2024-09-30 0001435617 us-gaap:RetainedEarningsMember srt:RestatementAdjustmentMember 2024-07-01 2024-09-30 0001435617 srt:RestatementAdjustmentMember 2024-07-01 2024-09-30 0001435617 us-gaap:PreferredStockMember 2025-01-01 2025-03-31 0001435617 us-gaap:CommonStockMember 2025-01-01 2025-03-31 0001435617 us-gaap:AdditionalPaidInCapitalMember 2025-01-01 2025-03-31 0001435617 us-gaap:RetainedEarningsMember 2025-01-01 2025-03-31 0001435617 2025-01-01 2025-03-31 0001435617 us-gaap:PreferredStockMember 2025-04-01 2025-06-30 0001435617 us-gaap:CommonStockMember 2025-04-01 2025-06-30 0001435617 us-gaap:AdditionalPaidInCapitalMember 2025-04-01 2025-06-30 0001435617 us-gaap:RetainedEarningsMember 2025-04-01 2025-06-30 0001435617 2025-04-01 2025-06-30 0001435617 us-gaap:PreferredStockMember 2025-07-01 2025-09-30 0001435617 us-gaap:CommonStockMember 2025-07-01 2025-09-30 0001435617 us-gaap:AdditionalPaidInCapitalMember 2025-07-01 2025-09-30 0001435617 us-gaap:RetainedEarningsMember 2025-07-01 2025-09-30 0001435617 srt:RestatementAdjustmentMember us-gaap:PreferredStockMember 2024-09-30 0001435617 srt:RestatementAdjustmentMember us-gaap:CommonStockMember 2024-09-30 0001435617 srt:RestatementAdjustmentMember us-gaap:AdditionalPaidInCapitalMember 2024-09-30 0001435617 srt:RestatementAdjustmentMember us-gaap:RetainedEarningsMember 2024-09-30 0001435617 srt:RestatementAdjustmentMember 2024-09-30 0001435617 us-gaap:PreferredStockMember 2025-09-30 0001435617 us-gaap:CommonStockMember 2025-09-30 0001435617 us-gaap:AdditionalPaidInCapitalMember 2025-09-30 0001435617 us-gaap:RetainedEarningsMember 2025-09-30 0001435617 2010-12-13 0001435617 PWDY:PowerdyneIncMember us-gaap:CommonStockMember 2010-12-13 2010-12-13 0001435617 2014-12-31 0001435617 2015-01-26 2015-01-26 0001435617 2015-01-26 0001435617 us-gaap:SeriesAPreferredStockMember 2022-03-06 2022-03-06 0001435617 us-gaap:SeriesAPreferredStockMember 2022-03-06 0001435617 us-gaap:SeriesAPreferredStockMember PWDY:SecuritiesPurchaseAgreementMember 2022-03-06 2022-03-06 0001435617 PWDY:CreativeMotionTechnologyLLCMember 2022-03-06 0001435617 PWDY:CreativeMotionTechnologyLLCMember 2022-03-06 2022-03-06 0001435617 PWDY:CreativeMotionTechnologyLLCMember srt:MinimumMember 2022-03-06 2022-03-06 0001435617 PWDY:CreativeMotionTechnologyLLCMember srt:MaximumMember 2022-03-06 2022-03-06 0001435617 us-gaap:ComputerEquipmentMember 2024-12-31 0001435617 srt:MinimumMember 2024-12-31 0001435617 srt:MaximumMember 2024-12-31 0001435617 us-gaap:SeriesAPreferredStockMember 2024-12-31 0001435617 PWDY:TwoMajorCustomersMember us-gaap:CustomerConcentrationRiskMember us-gaap:AccountsReceivableMember 2024-01-01 2024-12-31 0001435617 PWDY:TwoMajorCustomersMember us-gaap:CustomerConcentrationRiskMember us-gaap:AccountsReceivableMember 2023-01-01 2023-12-31 0001435617 PWDY:TwoMajorCustomersMember us-gaap:CustomerConcentrationRiskMember us-gaap:SalesRevenueNetMember 2024-01-01 2024-12-31 0001435617 PWDY:TwoMajorCustomersMember us-gaap:CustomerConcentrationRiskMember us-gaap:SalesRevenueNetMember 2023-01-01 2023-12-31 0001435617 us-gaap:ServiceMember us-gaap:CustomerConcentrationRiskMember us-gaap:SalesRevenueNetMember 2024-01-01 2024-12-31 0001435617 us-gaap:ServiceMember us-gaap:CustomerConcentrationRiskMember us-gaap:SalesRevenueNetMember 2023-01-01 2023-12-31 0001435617 us-gaap:ComputerEquipmentMember 2025-09-30 0001435617 2023-01-01 2023-09-30 0001435617 srt:MinimumMember 2025-09-30 0001435617 srt:MaximumMember 2025-09-30 0001435617 us-gaap:SeriesAPreferredStockMember 2025-09-30 0001435617 us-gaap:SeriesAPreferredStockMember 2024-09-30 0001435617 PWDY:TwoMajorCustomersMember us-gaap:CustomerConcentrationRiskMember us-gaap:AccountsReceivableMember 2025-01-01 2025-09-30 0001435617 PWDY:TwoMajorCustomersMember us-gaap:CustomerConcentrationRiskMember us-gaap:AccountsReceivableMember srt:RestatementAdjustmentMember 2024-01-01 2024-12-31 0001435617 PWDY:TwoCustomersMember us-gaap:CustomerConcentrationRiskMember us-gaap:SalesRevenueNetMember 2025-01-01 2025-09-30 0001435617 PWDY:TwoCustomersMember us-gaap:CustomerConcentrationRiskMember us-gaap:SalesRevenueNetMember 2024-01-01 2024-09-30 0001435617 us-gaap:ServiceMember us-gaap:CustomerConcentrationRiskMember us-gaap:SalesRevenueNetMember srt:RestatementAdjustmentMember 2024-01-01 2024-12-31 0001435617 us-gaap:ServiceMember us-gaap:CustomerConcentrationRiskMember us-gaap:SalesRevenueNetMember srt:RestatementAdjustmentMember 2023-01-01 2023-12-31 0001435617 srt:ChiefExecutiveOfficerMember 2024-01-01 2024-12-31 0001435617 srt:ChiefExecutiveOfficerMember 2023-01-01 2023-12-31 0001435617 srt:ChiefExecutiveOfficerMember 2025-01-01 2025-09-30 0001435617 PWDY:SecuritiesPurchaseAgreementMember PWDY:CreativeMotionTechnologyLLCMember 2022-03-06 0001435617 PWDY:SecuritiesPurchaseAgreementMember us-gaap:SeriesAPreferredStockMember PWDY:CreativeMotionTechnologyLLCMember 2022-03-06 2022-03-06 0001435617 PWDY:SecuritiesPurchaseAgreementMember us-gaap:SeriesAPreferredStockMember PWDY:CreativeMotionTechnologyLLCMember 2022-03-06 0001435617 2022-03-06 0001435617 2022-01-01 2022-12-31 0001435617 us-gaap:SeriesAPreferredStockMember PWDY:CreativeMotionTechnologyLLCMember 2022-03-06 0001435617 PWDY:CreativeMotionTechnologyLLCMember 2022-03-06 0001435617 PWDY:CreativeMotionTechnologyLLCMember 2022-03-06 2022-03-06 0001435617 PWDY:CreativeMotionTechnologyLLCMember 2021-01-01 2021-12-31 0001435617 PWDY:CreativeMotionTechnologyLLCMember 2020-01-01 2020-12-31 0001435617 srt:ChiefExecutiveOfficerMember 2024-12-31 0001435617 us-gaap:SeriesAPreferredStockMember 2024-01-01 2024-12-31 0001435617 us-gaap:CommonClassAMember 2024-12-31 0001435617 us-gaap:CommonClassAMember 2023-12-31 0001435617 srt:ChiefExecutiveOfficerMember 2022-03-06 0001435617 PWDY:AccountingServicesMember us-gaap:CommonStockMember PWDY:ConsultantsMember 2023-02-27 2023-02-27 0001435617 PWDY:LegalServicesMember us-gaap:CommonStockMember PWDY:ConsultantsMember 2023-02-27 2023-02-27 0001435617 PWDY:ConsultantsMember 2023-02-27 2023-02-27 0001435617 us-gaap:CommonStockMember PWDY:ConsultantsMember 2023-02-27 2023-02-27 0001435617 us-gaap:SeriesAPreferredStockMember 2025-01-01 2025-09-30 0001435617 us-gaap:CommonClassAMember 2025-09-30 0001435617 us-gaap:CommonClassAMember srt:RestatementAdjustmentMember 2024-12-31 0001435617 us-gaap:SeriesAPreferredStockMember srt:RestatementAdjustmentMember 2022-03-06 2022-03-06 0001435617 2025-02-01 0001435617 2025-02-01 2025-02-01 0001435617 us-gaap:InvestorMember 2025-06-23 2025-06-23 0001435617 us-gaap:SubsequentEventMember 2025-03-25 0001435617 2025-04-02 0001435617 PWDY:MarchFifteenTwoThousandTwentySixMember 2025-01-01 2025-09-30 0001435617 PWDY:AprilToJulyTwoThousandTwentySixMember 2025-01-01 2025-09-30 0001435617 us-gaap:LoansPayableMember 2025-09-30 0001435617 PWDY:CreativeMotionTechnologyLLCMember 2024-05-30 0001435617 PWDY:CreativeMotionTechnologyLLCMember 2024-05-30 2024-05-30 0001435617 PWDY:CreativeMotionTechnologyLLCMember 2025-03-12 2025-03-12 0001435617 PWDY:CreativeMotionTechnologyLLCMember 2025-01-01 2025-09-30 0001435617 PWDY:CreativeMotionTechnologyLLCMember 2025-09-30 0001435617 PWDY:TwoThousandTwentyFiveJulyToDecemberSixtyNineMonthsMember 2025-09-30 0001435617 PWDY:TwoThousandTwentyEightTwelveMonthsMember 2025-09-30 0001435617 PWDY:TwoThousandTwentyEightTwelveMonthsOneMember 2025-09-30 0001435617 PWDY:TwoThousandTwentyEightJanuaryMember 2025-09-30 iso4217:USD xbrli:shares iso4217:USD xbrli:shares xbrli:pure utr:sqft PWDY:Integer

As filed with the Securities and Exchange Commission on November 24, 2025

Registration No.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

~~THE~~Powerdyne International ~~SECURITIES ACT OF 1933~~Inc.

POWERDYNE INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware	3621	20-5572576
State or other jurisdiction	Primary Standard Industrial	(I.R.S. Employer
incorporation or organization	Classification Code Number)	Identification Number)

Delaware

~~Suite~~(State or ~~100E~~other jurisdiction of incorporation or organization)

~~300 Centerville Road~~3621

~~Warwick,~~(Primary Standard ~~Rhode~~Industrial ~~Island~~Classification ~~02886~~Code Number)

~~(401) 739~~20-~~3300~~5572576

(~~Address,~~I.R.S. Employer ~~including~~Identification ~~zip code, and telephone number, including area code~~Number)

of45 Main ~~registrant’s~~Street ~~principal executive offices)~~

~~Arthur M. Read~~North Reading, ~~II,~~Massachusetts ~~Esq.,~~01864 ~~LTD~~

~~Suite~~Telephone: (401) ~~100E~~739-3300

~~300~~(Address, including ~~Centerville~~zip ~~Road~~code, and telephone number,

~~Warwick~~including area code, ~~Rhode~~of ~~Island~~registrant’s ~~02886~~principal executive offices)

~~(401)~~William B ~~739-2020~~Barnett, Esq.

~~(Name,~~Barnett & ~~address,~~Linn ~~including zip code, and telephone number,~~

~~including~~60 Kavenish ~~area~~Drive ~~code~~Rancho Mirage, ofCA ~~agent~~92270 ~~for service)~~

~~with~~Telephone: (442) ~~copies to~~274-7571

~~Lee~~(Name, address, W.including ~~Cassidy~~zip code, ~~Esq.~~and telephone number, including area code, of agent for service)

~~Anthony~~Approximate date A.of ~~Patel,~~commencement ~~Esq~~of proposed sale to the public: From time to time after the effective date of this registration statement.

~~Cassidy~~If any &of ~~Associates~~the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☒

~~9454~~If this ~~Wilshire~~Form ~~Boulevard~~is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

~~Beverly~~If this ~~Hills~~Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, ~~California~~check ~~90212~~the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

~~(202)~~If this ~~387-5400~~Form ~~(949)~~is ~~673~~a post-~~4525~~effective amendment filed pursuant to Rule 462(~~fax~~d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

~~Approximate~~Indicate by ~~Date~~check ofmark ~~Commencement~~whether ofthe ~~proposed~~registrant ~~sale~~is toa ~~the~~large ~~public:~~accelerated Asfiler, ~~soon~~an asaccelerated ~~practicable~~filer, ~~after~~a ~~the~~non-accelerated ~~effective~~filer, ~~date~~or a smaller reporting company. See definitions of ~~this~~“large ~~Registration~~accelerated ~~Statement~~filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

IfLarge ~~any~~accelerated offiler ~~the~~☐ ~~securities~~Accelerated ~~being~~filer ~~registered~~☐ onNon-accelerated ~~this~~filer ~~Form~~☒ ~~are~~Smaller toreporting becompany ~~offered~~☒ onEmerging aGrowth ~~delayed~~Company ~~or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x~~☒

If an ~~this~~emerging ~~Form~~growth iscompany, ~~filed~~indicate toby ~~register~~check ~~additional~~mark ~~securities~~if ~~for~~the anregistrant ~~offering~~has ~~pursuant~~elected not to ~~Rule~~use ~~462(b)~~the ~~under~~extended ~~the~~transition ~~Securities~~period ~~Act,~~for ~~please~~complying with ~~check~~any ~~the~~new ~~following~~or ~~box~~revised ~~and~~financial ~~list~~accounting ~~the~~standards ~~Securities~~provided ~~Act~~pursuant ~~registration~~to ~~statement~~Section ~~number~~7(a)(2)(B) of the ~~earlier~~Securities ~~effective registration statement for the same offering~~Act. ¨ ☐

IfThe registrant hereby amends this ~~Form~~registration isstatement aon ~~post-effective~~such ~~amendment~~date ~~filed~~or ~~pursuant~~dates toas ~~Rule~~may ~~462(c)~~be ~~under~~necessary ~~the~~to ~~Securities~~delay ~~Act,~~its ~~check~~effective date until the registrant ~~following~~shall ~~box~~file ~~and~~a ~~list~~further ~~the~~amendment ~~Securities~~which ~~Act~~specifically states that this registration statement ~~number~~shall thereafter become effective in accordance with Section 8(a) of the ~~earlier~~Securities Act of 1933 or until the registration statement ~~for~~shall become effective on such date as the ~~same~~Securities ~~offering~~and Exchange Commission, acting pursuant to said Section 8(a), may determine. ¨

IfThe information in this ~~Form~~prospectus is anot ~~post-effective~~complete ~~amendment~~and ~~filed~~may ~~pursuant~~be tochanged. ~~Rule~~The ~~462(d)~~selling ~~under~~stockholder may not sell these securities until the ~~Securities~~registration statement ~~Act,~~filed ~~check~~with the ~~following~~Securities ~~box~~and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and it ~~list~~is ~~the~~not ~~Securities~~soliciting ~~Act~~an ~~registration~~offer ~~number~~to ofbuy ~~the~~these ~~earlier~~securities ~~effective~~in ~~registration~~any ~~statement~~state ~~for~~where the ~~same~~offer ~~offering~~or sale is not permitted. ¨

~~Indicate~~Subject to ~~by check mark whether the registrant is a large accelerated filer~~Completion, anDated ~~accelerated~~November ~~filer~~24, a non-accelerated filer, or a smaller reporting company. See definitions “large accelerated filer,”“accelerated file,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):2025

~~Large accelerated filer ¨ Accelerated filed ¨ Non-accelerated filed ¨ Smaller reporting company x~~Preliminary Prospectus

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission acting pursuant to said section 8(a)500, ~~may determine.~~000,000 Shares

~~CALCULATION~~Powerdyne International ~~OF REGISTRATION FEE~~Inc.

		Proposed		Proposed
	Amount	Maximum		Maximum		Amount of
Title of Each Class of	to be	Offering Price		Aggregate		Registration
Securities to be Registered	Registered	Per Unit (1)		Offering Price		Fee
Common Stock	16,000,000 shares	$	0.15	$	2,400,000	$	279
Common Stock held by Selling Shareholders	67,318,500 shares	$	0.15	$	10,097,775	$	1172
Total	83,318,500 shares	$	0.15	$	12,497,775	$	1,451

Common Stock

~~(1) There~~This prospectus isrelates noto ~~current~~the ~~market~~possible ~~for~~resale or other disposition, from time to time, of up to 500,000,000 shares of common stock of Powerdyne International Inc. (the ~~securities~~“Company”) ~~and~~issuable to the ~~price~~Selling atSecurity ~~which~~Holder named in this Prospectus pursuant to the ~~Shares~~terms of ~~are~~an ~~being~~Equity ~~offered~~Financing ~~has~~Agreement ~~been~~dated ~~arbitrarily~~June ~~determined~~23, by2025 (the “Equity Financing Agreement’), between the Company and ~~used~~the ~~for~~Selling Security Holder., See “Selling Stockholder”, below. We are registering the ~~purpose~~applicable shares of ~~computing~~our common stock to allow the ~~amount~~Selling Security Holder, together with any additional Selling Security Holders listed in any applicable prospectus supplement, to sell the shares of common stock pursuant to the registration ~~fee~~statement inof ~~accordance~~which ~~with~~this ~~Rule~~prospectus ~~457~~forms ~~under~~a part. The registration of the shares ~~Securities~~of ~~Act~~our common stock covered by this prospectus does not necessarily mean that the Selling Security Holder will sell any shares of ~~1933~~our common stock, asand ~~amended~~we cannot predict when or in what amounts any Selling Security Holder may sell any of our shares of common stock offered by this prospectus. The prices at which the Selling Security Holder may sell the shares of our common stock will be determined by prevailing market prices or at prices that may be obtained in negotiated transactions.

~~EXPLANATORY~~We are ~~NOTE~~not selling any shares of our common stock under this prospectus. We will not receive any proceeds from any sale or disposition by the Selling Security Holder of the shares of our common stock covered by this prospectus and any prospectus supplement. However, we will receive proceeds in connection with the purchase of our shares by the Selling Security Holder pursuant to the terms of the Equity Financing Agreement. The Selling Security Holder may offer and sell the shares in a variety of transactions as described under the heading “Plan of Distribution,” below, including by them directly or through one or more underwriters, broker-dealers or agents on terms to be determined at the time of sale. We have no basis for estimating either the number of shares of our common stock that the Selling Security Holder will ultimately sell or the prices at which such shares will be sold.

~~This~~We are ~~registration~~bearing ~~statement~~all ~~and~~expenses ~~the~~related ~~prospectus~~to ~~therein covers~~ the registration of ~~(i)~~the ~~up to 16,000,000~~ shares of ~~Powerdyne~~common ~~International, Inc~~stock. ~~common~~Still, ~~stock~~all atselling anexpenses ~~offering~~incurred ~~price~~by ofthe ~~$0.15~~Selling Security ~~per~~Holder, ~~share~~including commissions and ~~(ii)~~discounts, 67if any,~~318,500~~ ~~shares~~attributable ofto ~~common~~the ~~stock~~sale ~~offered~~or bydisposition of the ~~holders~~shares ~~thereof~~will be borne by them.

The Selling Security Holder is an underwriter within the meaning of the Securities Act of 1933, as amended (the “Securities Act”) with respect to shares issued pursuant to the Equity Financing Agreement, and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such an event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.

Our common stock is quoted on the OTC Markets under the symbol “PWDY.” On November 10, 2025, the closing price of our common stock on the OTC Markets was $0.0030 per share.

Investing in our common stock involves a high degree of risk. You should carefully review the “Risk Factors” beginning on page 4 before making any decision to invest in our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful, complete, or adequate. Any representation to the contrary is a criminal offense.

The date of this prospectus is November 24, 2025.

Table of Contents

	Page
	Number
About This Prospectus	1
Prospectus Summary	2
Risk Factors	4
Risks Related to Our Company and Business	4
Risks Related to Our Common Stock	4
Forward-Looking Statements	6
Use of Proceeds	6
Dividend Policy	6
Selling Stockholders	7
Plan of Distribution	7
Description of Securities	8
Interest of Named Experts and Counsel	8
Description of Business	9
Description of Property	11
Legal Proceedings	11
Market Price of and Dividends on Our Common Equity and Related Stockholder Matters	11
Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Index to Financial Statements	F-1
Directors and Executive Officers	18
Executive Compensation	19
Security Ownership of Certain Beneficial Owners and Management	20
Certain Relationships and Related Transactions	20
Index to Financial Statements (unaudited)	F-20
Where You Can Find More Information	20

ABOUT THIS PROSPECTUS

You should rely only on the information that we have provided in this prospectus and any applicable prospectus supplement. We have not authorized anyone to provide you with different information. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus and any applicable prospectus supplement. You must not rely on any unauthorized information or representation. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. You should assume that the information in this prospectus and any applicable prospectus supplement is accurate only as of the date on the front of the document, regardless of the time of delivery of this prospectus, any applicable prospectus supplement, or any sale of a security.

As used in this prospectus, the terms “we,” “us,” “our,” the “Company” and “Powerdyne” mean Powerdyne International Inc., a Delaware corporation, unless otherwise indicated. All dollar amounts refer to U.S. dollars unless stated otherwise.

In addition:

	●	“Exchange Act” refers to the Securities Exchange Act of 1934, as amended.

	●	“SEC” or the “Commission” refers to the United States Securities and Exchange Commission.

	●	“Securities Act” refers to the Securities Act of 1933, as amended.

The information contained in this prospectus is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission and these securities may not be sold until that registration statement becomes effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.PROSPECTUS SUMMARY

~~PROSPECTUS~~This summary ~~Subject~~highlights toinformation ~~Completion,~~contained ~~Dated~~elsewhere ~~______~~in this prospectus and does not contain all of the information that you should consider in making your investment decision. Before investing in our common stock and you should carefully read this entire prospectus, ~~2011~~including our financial statements and the related notes and the information set forth under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in each case included elsewhere in this prospectus.

~~POWERDYNE INTERNATIONAL, INC.~~The Offering

UpOn June to23, 2025, we entered into a ~~maximum~~$10,000,000 ofEquity Financing Agreement (the “Equity Financing Agreement”) with GHS Investments LLC, a Nevada limited liability company, with offices at 420 Jericho Turnpike, Suite 102, Jericho, NY 11753 (the “Investor”), or the “Selling Security Holder”).

~~(i)~~Under the 16Equity Financing Agreement, the Company has a “put” right pursuant to which it can require GHS Investments LLC to purchase up to a total of up to $10,000,000 of its common stock over a period of 2 years beginning June 23,2025 and ending June 23, 2027. The Company may elect to exercise its put right at any time, and from time to time during the term of the Equity Financing Agreement, after a Registration Statement to be filed with the U.S. Securities and Exchange Commission is declared effective. It can require GHS Investments LLC, to purchase not less than $10,000 or more than $500,000 of its common stock every 10 days; provided, however, that GHS Investments, LLC, may not purchase additional shares pursuant to a put, if it would result in them owning more than 4.99% of ~~Common~~the ~~Stock~~issued ~~offered~~and outstanding shares of the Company as of the date of closing of the purchase. While the Company’s shares are quoted on the OTC Markets, the per share purchase price payable by the Investor will be equal to 80% of the average of the five lowest traded prices of the Company’s common atstock during the 10 consecutive trading days preceding the date of the put. In the event the Company is able to uplist its shares from the OTCPK to OTCQB or an equivalent national exchange during the term of the Equity Financing Agreement, the per share purchase price payable by the Investor will then be equal of 90% of volume weighted average price of the Company’s stock during the 10 consecutive trading days preceding the date of the put, subject to a floor purchase price of $0.150008 per share below which the Company may not deliver a put.

~~and (ii) 67,318,500 shares of Common Stock offered by selling shareholders at $0.15 per share~~This Offering

~~This prospectus relates~~ Pursuant to the ~~offer~~terms ~~and sale~~ of ~~(i)~~this ~~16,000,000~~registration ~~shares of common stock (the “Shares”) of Powerdyne International~~statement, ~~Inc.~~GHS ~~(the~~Investments ~~“Company”),~~LLC ~~$0.0001~~may ~~par~~sell ~~value~~up ~~per~~to ~~share~~500, ~~at a price of $0.15 per share and (ii) 67~~000,~~318,500~~000 shares of our common stock ~~offered~~which byit ~~the~~has ~~holders~~purchased from ~~thereof~~us ~~(the~~pursuant ~~“Selling~~to ~~Shareholder~~the ~~Shares”)~~terms ~~at a price~~ of ~~$0.15 per share until such time as~~ the ~~Company's~~Equity ~~common~~Financing ~~stock is listed on a national securities exchange after which time such selling shareholders may sell their shares at prevailing market or privately negotiated prices~~Agreement.

~~There~~We will isreceive noup ~~minimum~~to ~~number~~$10 million in proceeds from the sale of ~~Shares~~shares ~~that~~of ~~must~~our becommon ~~sold~~stock, bywhich we elect to allocate to GHS Investments LLC, pursuant to the ~~Company~~terms ~~before~~of the ~~offering~~Equity ~~can~~Financing beAgreement. ~~closed~~However, ~~and/or~~we ~~monies~~will ~~raised~~not ~~thereby~~receive ~~utilized. The~~any ~~Company~~proceeds ~~plans~~from tothe ~~utilize~~resale ~~funds~~of asshares ~~they~~by GHS ~~are~~Investments, ~~invested~~LLC, ~~during~~as per the ~~offering~~terms ~~period. The~~of ~~maximum~~this ~~number~~registration ofstatement. ~~Shares~~We ~~that~~will ~~can~~cover beexpenses ~~sold~~incurred ~~pursuant~~in toconnection with the ~~terms~~preparation and filing of this ~~offering~~registration bystatement, ~~the~~as ~~Company~~well as placement agent fees and ~~the~~other ~~selling~~costs ~~shareholders~~we ismay (incur in ~~aggregate)~~conjunction 83with our sale of shares to GHS Investments,~~318~~ LLC,~~500. Funds~~ ~~received~~pursuant byto the ~~Company~~terms of the Equity Financing Agreement. However, GHS Investments LLC will be ~~immediately~~obligated to ~~available~~pay toany ~~the~~broker ~~Company~~discounts, ~~for~~commissions, ~~use~~or byother expenses it incurs in conjunction with its resale of shares pursuant to the terms of this registration statement.

The offering will terminate twenty-four (24) months from the date of this prospectus unless earlier fully subscribed or terminated by the Company. The Company intends to maintain the current status and accuracy of this prospectus and to sell the Shares for a period of up to two (2) years, unless earlier completely sold, pursuant to Rule 415 of the General Rules and Regulations of the Securities and Exchange Commission. All costs incurred in the registration of the Shares are being borne by the Company.

Prior to this offering, there has been no public market for the Company’s common stock. No assurances can be given that a public market will develop following completion of this offering or that, if a market does develop, it will be sustained. The offering price for the Shares has been arbitrarily determined by the Company and does not necessarily bear any direct relationship to the assets, operations, book or other established criteria of value of the Company. The Shares will become tradable on the effective date of the registration statement of which this prospectus is a part.

All or some Shares may be sold by the officers and directors of the Company. None of these officers or employees will receive any commission or compensation for the sale of the Shares. The Company has no current arrangements nor has it entered into any agreements with any underwriters, broker-dealers or selling agents for the sale of the Shares. If the Company can locate and enter into any such arrangement(s), the Shares will be sold through such licensed underwriter(s), broker-dealer(s) and/or selling agent(s).

Assumed Price

Placement

Proceeds

Proceeds to

To Public

Agent discount (1)

to the Company

Selling Shareholders

Per Common Stock Share

Offered by Company

$0.15 per share

$0.015 per share

$0.135 per share

$0.00 per share

Offered by Selling Shareholders

$0.15 per share

$0.00 per share

$0.15 per share

(1) Assumes an underwriters’ discount or commission of 10%. The Company does not know if it will enter any arrangement with any underwriter or other placement agent but if such arrangement is entered into, the Company expects it will pay customary commission amounts.

(2) Assumes no underwriters’ or brokers’ discount. The selling shareholders may offer their shares through underwriters, broker-dealers, agents or other intermediaries. No such arrangements have currently been entered into and would be separately negotiated and entered into by such selling shareholder.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

These securities involve a high degree of risk. See “RISK FACTORS” contained in this prospectus beginning on page 7.

~~Powerdyne International, Inc.~~Our Business

~~Suite~~Our Company ~~100E~~was incorporated in the State of Delaware on September 13, 2006, as Greenlight Acquisition Corporation, and changed its name to Greenmark Acquisition Corporation (“Greenmark”) on July 10, 2008. On February 7, 2011, Greenmark Acquisition Corporation and Powerdyne, Inc., a Nevada corporation (“Powerdyne Nevada”), merged with Greenmark as the surviving company. Powerdyne Nevada was formed in February 2010 in the State of Nevada and had limited operations until the time of its combination with Greenmark. As part of the merger, Greenmark Acquisition Corporation, the surviving entity, changed its name to Powerdyne International Inc. Before the merger, Greenmark did not have any ongoing business or operations and was established for the purpose of completing mergers and acquisitions with a target company, such as Powerdyne Nevada.

~~300~~During the ~~Centerville~~quarter ~~Road~~ended March 31, 2019, Powerdyne International, Inc. purchased several cryptocurrency miners and began mining certain cryptocurrency coins. This was completed to enter the crypto markets and explore other potential revenue opportunities for Powerdyne International, Inc.

~~Warwick~~On March 6, ~~Rhode~~2022, ~~Island~~pursuant ~~02886~~to a Securities Purchase Agreement (the “SPA”), Powerdyne International, Inc. (the “Company”), acquired 100% of the issued and outstanding membership interests of Creative Motion Technology, LLC, a Massachusetts limited liability company (the “Membership Interests”). The Membership Interests were owned by Mr. James F. O’Rourke, the principal owner and sole director and officer of the Company. The purchase price paid by the Company was 2,000,000 shares of its Series A Preferred Stock valued at $1,500,000. Series A Preferred Stock shall be entitled to have one thousand (1,000) votes per one (1) share, at each meeting of stockholders of the Corporation (or pursuant to any action by written consent) with respect to any and all matters presented to the stockholders of the Corporation for their action or consideration. The holders of Series A Preferred Stock shall vote together with the holders of Common Stock as a single class.

~~(401) 739-3300~~Overview

~~Prospectus~~Creative Motion ~~dated~~Technology, ~~__________________~~LLC (“CM Tech”) is a small New England-based motor manufacturer founded in 2004 and has been in business for over 19 years. CM Tech’s management has over 60 years of design and manufacturing expertise, ~~2011~~specializing in the design and custom building of industrial servomotors, both brush and brushless motor designs. CM Tech’s current market focus is on niche motor demands for low-volume, high-quality, cost-effective motors, primarily used in industrial robotics for the semiconductor manufacturing industry. The motors that CM Tech currently produces mainly provide the X, Y, and Z-axis articulation in factory automation robots.

Included with CM Tech acquisition is Frame One, which is a custom picture framing shop located in North Reading, MA. Frame One has been in business since 2006 and brings with it a strong client base consisting of local schools, colleges, artist guilds, artists, interior decorators/designers, museums, photographers, art galleries, and theaters.

Our common stock is quoted on the over-the-counter market (“OTC Markets”) under the ticker symbol “PWDY”

The principal offices of the company are located at 45 Main St., North Reading, MA 018614. Our telephone number is (401) 739-3300.

Summary of Financial Data

The following information represents selected audited financial information for the Company for the years ended December 31, 2024, and 2023, and selected unaudited financial information for the Company for the nine-month periods ending September 30, 2025, and 2024. The summarized financial information presented below is derived from and should be read in conjunction with our audited and unaudited financial statements, as applicable, including the notes to those financial statements which are included elsewhere in this prospectus along with the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 25 of this prospectus

	Nine Months			Nine Months
	Period Ended			Period Ended			Year Ended			Year Ended
Statement of Operations Data	September 30, 2025			September 30, 2024			December 31, 2023			December 31, 2024
Revenue	$	872,135		$	867,135		$	1,251,454		$	1,452,950
Net Operating Expenses	$	435,022		$	331,841		$	545,335		$	515,009
Net Income (Loss) per Share	$	(231,694	)	$	(106,217	)	$	(179,579	)	$	(84,173	)
Diluted Net Income (loss) per Share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

	As of			As of			As of
Balance Sheet Data	September 30, 2025,			December 31, 2024,			December 31, 2023
Cash and Cash Equivalents	$	31,275		$	45,579		$	84,004
Working Capital (Deficit)	$	(485,238	)	$	(253,544	)	$	(74,057	)
Total Assets	$	328,519		$	219,330		$	232,013
Total Liabilities	$	813,758		$	472,874		$	306,070
Total Stockholders’ Deficit	$	(485,238	)	$	(253,543	)	$	(74,058	)
Accumulated Deficit	$	(5,488,581		$	5,256,887		$	5,077,401

~~TABLE OF CONTENTS [TO BE UPDATED]~~RISK FACTORS

Prospectus Summary	5
Risk Factors	7
Forward Looking Statements	12
Use of Proceeds	12
Determination of Offering Price	13
Dividend Policy	13
Dilution	13
Concurrent Sales	13
Plan of Distribution	13
Description of Securities	14
The Business	16
The Company	21
Plan of Operation	23
Management's Discussion and Analysis of Financial Condition and Results of Operations	24
Management	26
Executive Compensation	28
Security Ownership of Certain Beneficial Owners and Management	28
Certain Relationships and Related Transactions	29
Selling Shareholders	29
Shares Eligible for Future Sales	31
Legal Matters	31
Experts	31
Disclosure of Commission Position of Indemnification for Securities Act Liabilities	31
Financial Statements	32
Part II
Other Expenses of Issuance and Distribution	33
Indemnification of Directors and Officers	33
Recent Sales of Unregistered Securities	33
Exhibits	34
Undertakings	35
Signatures	37

Investing in our common stock involves a high degree of risk. You should not invest in our stock unless you are able to bear the complete loss of your investment. You should carefully consider the risks described below, as well as other information provided to you in this prospectus, including information in this prospectus entitled “Forward-Looking Statements,” before making an investment decision. The risks and uncertainties described below are not the only ones that our company faces. Additional risks and uncertainties not presently known to us or that we currently believe are immaterial may also impair our business operations. If any of the following risks actually occur, our business, financial condition or results of operations could be materially adversely affected, the value of our common stock could decline, and you may lose all or part of your investment.

~~Until~~Risks Related ~~[_______________], all dealers that effect transactions in these securities, whether or not participating in this offering, may be required~~ to ~~deliver~~Our aCompany ~~prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters~~ and ~~with~~Our ~~respect to their unsold allotments or subscriptions.~~Business

Our independent registered public accounting firm’s report states that there is a substantial doubt about our ability to continue as a going concern.

Our independent registered public accounting firm, LOA Professionals., stated in its audit report attached to our audited financial statements for the fiscal year ended December 31, 204 that since we have suffered recurring losses from operations, require additional funds for further exploratory activity before attaining a revenue generating status, and we may not find sufficient ore reserves to be commercially mined, there is a substantial doubt about our ability to continue as a going concern.

Risks Related to Our Common Stock

Because we are likely to issue additional shares of our common stock, an investment in our company may be subject to substantial dilution.

Investors’ interests in our company will be diluted, and investors may suffer dilution in their net book value per share when we issue additional shares. We are authorized to issue 3,000,000,000 shares of common stock, $0.0001 par value per share. As of September 30, 2025, there were 1,884,930,584 shares of our common stock issued and outstanding. We anticipate that all or at least some of our future funding, if any, will be in the form of equity financing from the sale of our common stock. If we do sell more common stock, investors’ investment in our company will likely be diluted. Dilution is the difference between what you pay for your stock and the net tangible book value per share immediately after we sell the additional shares. If dilution occurs, any investment in our company’s common stock could seriously decline in value.

Trading in our common stock on the OTC Markets is limited and sporadic, making it difficult for our stockholders to sell their shares or liquidate their investments.

Our common stock is currently quoted for public trading on the OTC Markets. Both the trading price and the trading volume of our common stock have been subject to fluctuations. Both trading prices and the trading volume of our common stock may fluctuate in response to a number of factors, many of which will be beyond our control. The stock market has generally experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the stock. Market

~~PROSPECTUS~~Our principal ~~SUMMARY~~stockholder, officer, and director owns a substantial portion of our outstanding stock.

~~This~~Our principal ~~summary~~stockholder, ~~highlights~~officer, ~~some~~and ~~information~~director, ~~from~~in ~~this~~the ~~prospectus~~aggregate, ~~and~~beneficially itown ~~may~~approximately ~~not~~% ~~contain~~of ~~all~~ the ~~information~~voting ~~important~~power toof ~~making~~our anoutstanding common ~~investment~~and ~~decision~~preferred stock. AAs ~~potential~~a ~~investor~~result, ~~should~~this ~~read~~stockholder, ~~the~~acting ~~following~~alone, ~~summary~~can ~~together~~have ~~with~~a ~~the~~substantial ~~more~~level ~~detailed~~of ~~information~~influence ~~regarding~~over matters submitted to the Company’s stockholders for approval, including the election of directors and approval of significant corporate transactions. In addition, sales of substantial amounts of shares held by our principal stockholder, directors, and officer, or the prospect of these sales, could adversely affect the market price of our common stock. ~~being~~His ~~sold~~stock inownership ~~this~~may ~~offering~~deter a potential acquirer from making a tender offer or attempting to obtain control of the Company, ~~including~~which ~~“Risk~~could ~~Factors”~~deprive ~~and~~our stockholders of the ~~financial~~opportunity ~~statements~~to receive a premium for their capital stock as part of a sale of the Company and ~~related~~might ~~notes,~~ultimately ~~included~~affect ~~elsewhere~~the inmarket ~~this~~price ~~prospectus~~of our common stock.

~~The~~Management will ~~Company~~have broad discretion regarding the use of any proceeds received under the GHS Financing Agreement, and we may not utilize the proceeds effectively.

~~History~~Our management will have broad discretion regarding the application of any proceeds received from GHS under the GHS Financing Agreement and may spend the proceeds in ways that do not necessarily improve our operating results or enhance the value of our common stock.

The Company is a development stage company planning to build and lease electrical generation technology and equipment. The Company was incorporated in the State of Delaware in September 2006 and was formerly known as Greenmark Acquisition Corporation. In February 2011, the Company and Powerdyne, Inc., a Nevada corporation (“Powerdyne Nevada”), merged, resulting in the Company as the surviving entity. Powerdyne Nevada was formed in February 2010 in the State of Nevada and had limited operations until the time of its combination with the Company. References herein to the Company include Powerdyne Nevada, whichPreferred ~~was a predecessor-in-interest to the Company.~~Stock

~~Business~~Preferred Stock – There are 20,000,000 shares of authorized preferred stock, par value $0.0001 per share, with 2,000,000 shares issued and outstanding as of September 30, 2025. The 2,000,000 preferred shares were issued to our CEO. The Series A Preferred Stock shall be entitled to have one thousand (1,000) votes per one (1) share, at each meeting of stockholders of the Corporation (or pursuant to any action by written consent) with respect to any and all matters presented to the stockholders of the Corporation for their action or consideration. The holders of Series A Preferred Stock shall vote together with the holders of Common Stock as a single class.

~~The~~We do ~~Company~~not ~~plans~~pay todividends ~~manufacture,~~on ~~install,~~any ~~maintain~~investment ~~and~~in ~~lease its own portable electrical power equipment (for which~~ the ~~Company~~shares ~~has~~of ~~applied~~our ~~for a patent). The~~ Company’s ~~plans to manufacture portable electrical power equipment intended to be installed at client locations. The Company owns~~stock, ~~maintains~~ and ~~leases~~any ~~the~~gain ~~equipment~~on toan ~~the~~investment ~~customer~~in ~~who~~our ~~uses it to produce its own supplemental electrical power. The~~ Company’s ~~products~~must come ~~are~~through ~~intended~~an toincrease ~~be portable, easy-to-use units that can be conveniently redeployed~~ in ~~various~~our ~~locations around the world. The Company~~stock’s ~~units can also be assembled and combined to produce power centers providing up to 50 megawatts of power~~price.

AsWe have itnever ~~intends~~paid toany ~~provide~~cash ~~remote,~~dividends ~~independent~~ and ~~cost~~currently ~~efficient~~do ~~primary~~not ~~electrical~~intend ~~power~~to ~~generating~~pay ~~systems,~~any ~~the~~dividends ~~Company’s~~for ~~potential~~the ~~customers~~foreseeable ~~include~~future. aTo ~~variety~~the ofextent ~~small~~that ~~independent~~we require ~~utility~~additional ~~companies,~~funding ~~mining~~that ~~operations,~~is ~~manufacturing~~not ~~centers,~~currently ~~and~~provided ~~commercial~~for ~~enterprises~~in ~~worldwide. The~~our ~~Company~~financing ~~plans~~plan, toour ~~build~~funding ~~portable~~sources ~~generator~~may ~~equipment~~prohibit ~~specific~~the topayment ~~its~~of a ~~clients’~~dividend. ~~specifications~~Because ~~which~~we ~~thereafter~~do ~~generates~~not ~~electrical~~intend ~~power for the customer~~ to ~~run~~declare ~~its facility~~dividends, ~~operation~~any orgain ~~other~~on ~~power~~an ~~needs. The~~investment ~~Company~~in ~~expects~~our ~~that~~company inwill ~~many~~need ~~markets~~to ~~any~~come ~~excess~~through ~~electricity~~an ~~generated~~increase in ~~can~~the bestock ~~sold~~price. byThis ~~the~~may ~~customer~~never tohappen, ~~its~~and ~~primary~~investors ~~electrical~~may ~~utility,~~lose ~~thereby reducing~~all ~~the~~of ~~customer’s~~their ~~operating~~investment ~~costs~~in our Company.

~~The~~Because ours ~~Company’s~~are ~~product~~subject ~~‘genset’ unit is a self contained generator that is powered by a modified radial air cooled engine~~ to ~~drive~~penny astock ~~minimum of a 1-megawatt generator. The entire unit~~rules, ~~which~~you ~~runs~~may onhave ~~natural~~difficulty ~~gas~~reselling oryour ~~propane, is compact, lightweight and clean burning~~shares. ~~As a result, the unit produces extremely low emissions and is extremely energy-efficient.~~

~~The~~Our shares ~~basis~~as penny stocks, are covered by Section 15(g) of the ~~Company~~Securities Exchange Act of 1934, as amended (the “Exchange Act”), which imposes additional sales practice requirements on broker/dealers who sell our company’s ~~overall~~securities ~~business~~including isthe ~~founded~~delivery of ona standardized disclosure document; disclosure and confirmation of quotation prices; disclosure of compensation the ~~ability~~broker/dealer receives; toand ~~produce~~furnishing ~~electrical~~monthly ~~power~~account ~~using~~statements. ~~proprietary~~These ~~technology~~rules apply to ~~power~~companies ~~electrical~~whose ~~generation~~shares ~~equipment~~are ~~which~~not ~~generates~~traded ~~electricity~~on at a ~~much~~national ~~lower~~stock ~~cost~~exchange, trade at less than $5.00 per share, or who do not meet certain other financial requirements specified by the ~~existing~~Securities ~~means~~and Exchange Commission (the “SEC”). These rules require brokers who sell “penny stocks” to persons other than established customers and “accredited investors” to complete certain documentation, make suitability inquiries of ~~producing~~investors, orand ~~providing~~provide investors ~~primary~~with ~~electric~~certain ~~power~~information concerning the risks of trading in such penny stocks. ~~The~~These ~~Company~~rules ~~expects~~may ~~that~~discourage ~~the~~or ~~difference~~restrict ~~between~~the ~~its~~ability of ~~cost~~brokers to ~~produce~~sell ~~electrical~~our ~~power~~shares of common stock and may affect the ~~current~~secondary ~~billing~~market ~~rate~~for our shares of ~~existing~~common ~~local~~stock. ~~utility~~These ~~providers~~rules ~~presents~~could aalso hamper ~~sizable~~our ~~cost~~ability ~~savings~~to ~~for~~raise ~~customers~~funds ~~and~~in ~~revenue~~the ~~opportunity~~primary market for ~~the~~our ~~Company~~shares of common stock.

~~Risks~~FINRA sales ~~and~~practice ~~Uncertainties~~requirements ~~facing~~may ~~the~~also ~~Company~~limit a stockholder’s ability to buy and sell our stock.

AsIn addition ato ~~development~~the ~~stage~~“penny ~~company~~stock” rules described above, the ~~Company~~Financial ~~has~~Industry noRegulatory ~~operating~~Authority ~~history~~(“FINRA”) ~~and~~ has adopted ~~continuously~~rules ~~experienced~~that ~~losses~~require ~~since~~that ~~its~~in ~~inception. The~~recommending ~~Company~~an ~~needs~~investment to ~~create~~a customer, a ~~source~~broker-dealer ofmust ~~revenue~~have orreasonable ~~locate~~grounds ~~additional~~for ~~financing~~believing that inthe ~~order~~investment tois ~~continue~~suitable ~~its~~for ~~developmental~~that ~~plans~~customer. As aPrior ~~development~~to ~~stage~~recommending ~~company~~speculative low-priced securities to their non-institutional customers, ~~management~~broker-dealers ofmust ~~the~~make ~~Company~~reasonable ~~has~~efforts noto ~~prior~~obtain ~~experience~~information inabout ~~building~~the customer’s financial status, tax status, investment objectives and ~~marketing~~other ~~products~~information. ~~similar~~Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker dealers to recommend that oftheir ~~the~~customers ~~Company~~buy our common shares, which may limit your ability to buy and insell ~~marketing~~our stock and ~~distributing~~have ~~such~~an ~~products~~adverse effect on athe ~~broad~~market ~~scale~~for our shares.

One of the biggest challenges facing the Company is identifying and targeting effective sales, marketing and distribution strategies. As a developing company, the Company is in the process of identifying and targeting potential distributors and marketers of its products in order to reach the intended end users for the products. To reach potential end customers, the Company will need to have an effective sales, marketing and distribution strategy.

Due to financial constraints, the Company has to date conducted limited advertising and marketing to reach end customers. If the Company were unable to develop strong and reliable sources of potential end users and a means to efficiently reach buyers and customers for its products, it is unlikely that the Company could develop its operations to return revenue sufficient to further develop its business plan. Moreover, the above assumes that the Company’s products are met with customer satisfaction in the marketplace and exhibit steady adoption of products amongst the potential customer base, neither of which is currently known or guaranteed.

~~Trading Market~~FORWARD-LOOKING STATEMENTS

~~Currently~~This prospectus contains forward-looking statements. Forward-looking statements are projections in respect of future events or our future financial performance. In some cases, ~~there~~you iscan noidentify ~~trading~~forward-looking ~~market~~statements ~~for~~by terminology such as “may,” “should,” “intend,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” or “continue” or the ~~securities~~negative of ~~the~~these ~~Company~~terms or other comparable terminology. ~~The~~ These ~~Company~~statements ~~intends~~are toonly ~~initially~~predictions ~~apply~~and ~~for~~involve ~~admission~~known toand ~~quotation~~unknown ofrisks, ~~its~~including ~~securities~~the onrisks in the ~~OTC~~section ~~Bulletin~~entitled ~~Board~~“Risk asFactors,” uncertainties ~~soon~~and asother ~~possible~~factors, which may because ~~while~~our ~~this~~company’s ~~offering~~or isour ~~still~~industry’s inactual ~~process. There~~results, ~~can~~levels of activity or performance to be nomaterially ~~assurance~~different from any future results, levels of activity or performance expressed or implied by these forward-looking statements. Although we believe that the ~~Company~~expectations ~~will~~reflected ~~qualify~~in ~~for~~the ~~quotation~~forward-looking statements are reasonable, we cannot guarantee future results, levels of ~~its~~activity or performance. Except as required by applicable law, including the securities onlaws of the ~~OTC~~United ~~Bulletin~~States, ~~Board. See~~we ~~“RISK~~do ~~FACTORS”~~not intend ~~and~~to ~~“DESCRIPTION~~update OFany ~~SECURITIES”~~of the forward-looking statements to conform these statements to actual results.

~~The~~USE OF ~~Offering~~PROCEEDS

~~There~~Under the isterms noof ~~minimum~~our ofEquity ~~Shares~~Financing ~~that~~Agreement ~~must~~with bethe ~~sold~~Selling bySecurity ~~the~~Holder, ~~Company~~we ~~before~~may ~~the~~elect ~~offering~~to ~~can~~put, ~~close~~and orrequire the ~~Company~~Selling ~~can~~Security ~~otherwise~~Holder to ~~use~~purchase, ~~funds~~a ~~raised~~total innumber ~~the~~of ~~offering~~shares having a purchase price of up to $10,000,000. ~~The~~ ~~Company~~This put right may ~~also~~be ~~have~~exercised ~~additional~~at ~~closings~~any time, and from time to time, during the ~~offering~~terms of the 24-month period~~. The~~ ~~maximum~~ending ~~number~~June 23, 2027, in increments of ~~Shares~~not less than $10,000 or more than $500,000, provided that ~~can~~a beregistration ~~sold~~statement ~~pursuant~~covering toresale of the ~~terms~~purchased ofshares ~~this~~by ~~offering~~the Selling Security Holder is ~~83,318,500~~then in effect. ~~The~~ After ~~offering~~deducting any applicable commissions or other selling expenses we may incur, we will ~~terminate~~use ~~twenty-four~~the ~~(24)~~net ~~months~~proceeds we receive from such sales of our shares to the ~~date~~Selling ofSecurity ~~this~~Holder ~~prospectus~~for ~~unless~~general ~~earlier~~corporate ~~fully~~and ~~subscribed~~working capital purposes and acquisitions or ~~terminated~~assets, bybusinesses or operations or for other purposes that our board of directors, in its good faith, deems to be in the best interest of the Company.

~~This~~In order ~~prospectus also relates~~ to access the ~~offer~~full ~~and~~financing ~~sale~~facility ~~by certain shareholders~~ of ~~the~~$10,000,000 ~~Company~~available ~~of up~~ to ~~67,318,500~~us ~~Shares~~under (the ~~“Selling~~terms ~~Shareholder Shares”). The selling shareholders will offer their shares at a price~~ of ~~$0.15 per share until such as~~ the ~~Company's~~Equity ~~common~~Financing ~~stock~~Agreement, iswe ~~listed~~will be onrequired ato ~~national~~supplement ~~securities~~or ~~exchange~~amend ~~after~~this ~~which~~registration ~~time~~statement ~~such~~in ~~selling~~order ~~shareholders~~to ~~may~~register ~~sell~~additional ~~their~~ shares atfor ~~prevailing~~resale ~~market or privately negotiated prices, in one or more transaction that may take place~~ by ~~ordinary~~the ~~broker's~~Selling ~~transactions, privately-negotiated transactions or through sales to one or more dealers for resale~~Security Holder.

Common stock outstanding before the offering	205,000,000 (1)
Common stock offered by the Company	16,000,000
Common stock for sale by selling shareholders	67,318,500
Total maximum number of shares of common stock offered	83,318,500
Common stock outstanding after the offering if maximum number sold	205,000,000 (2)
Offering Price	$0.15 per share
Proceeds to the Company	$2,400,000 (2) (3)

We will not receive any proceeds from any resale of our shares by the Selling Security Holder pursuant to the terms of this Registration Statement or any subsequent amendments. We will pay for the expenses of this offering, except that the Selling Security Holder will pay any broker discounts or commissions or equivalent costs and expenses of its legal counsel applicable to the sale of its shares.

~~(1) Based on number of shares outstanding as of the date of this prospectus.~~DIVIDEND POLICY

~~(2)~~We have ~~Assumes~~never ~~the~~declared ~~sale~~or ofpaid ~~the~~any ~~maximum~~cash ~~number~~dividends ofon ~~Shares~~our capital stock. ~~The~~ ~~Shares~~We ~~offered~~currently byintend ~~the~~to ~~Company~~retain ~~are~~any ~~issued~~earnings ~~and~~to ~~outstanding~~finance ~~shares~~the growth and development of ~~common~~our ~~stock~~business. ~~currently~~We ~~held~~do innot ~~treasury~~anticipate bypaying any cash dividends on our common stock in the ~~Company~~foreseeable future. ~~Accordingly~~ Payment of future dividends, if any, ~~sales~~will ofbe at the ~~Shares~~discretion ~~offered~~of byour ~~the~~Board ~~Company~~of inDirectors ~~this~~and ~~offering~~ will ~~not~~depend ~~affect~~on ~~the~~our ~~total~~financial ~~number~~condition, results of ~~shares~~operations, ~~outstanding~~capital requirements, restrictions contained in any financing instruments, provisions of applicable law, and other factors the board deems relevant.

(3) The Company will offer the Shares directly without payment to any officer or director of any commission or compensation for sale of the Shares. The Company will also attempt to locate broker-dealers or selling agents to participate in the sale of the Shares. In such cases, the Company will pay customary selling commissions and expenses of such sales which would reduce the proceeds to the Company.

Any and all funds received at any time in the offering will be immediately available to the Company. There is no fixed amount or number of Shares that must be reached or sold before any closing or use of any funds can occur.

Summary Financial Information

The statements of operations data for the period from February 2, 2010 (inception) to December 31, 2010 and the balance sheet data at December 31, 2010 are derived from the Company’s (i.e. Powerdyne Nevada) audited condensed financial statements and related notes thereto included elsewhere in this prospectus.

	Period ended December 31, 2010
Statement of operations data
Revenue	$	0
Net loss	$	(146,270	)
Net loss per share, basic and diluted		(5.85	)
Weighted average number of shares outstanding, weighted and diluted		25,000

	At December 31, 2010
Balance sheet data
Cash and cash equivalents	$	2,059
Other assets	$	27,979
Total assets	$	30,038
Total liabilities	$	45,323
Total stockholders’ deficit	$	(15,285	)

SELLING STOCKHOLDER

~~RISK~~This offering ~~FACTORS~~relates to the resale by the GHS Investments, LLC (the “Selling Security Holder” or “GHS”) of up to 500,000,000 shares of our common stock issued to it pursuant to the terms of an Equity Financing Agreement dated June 23, 2025. If issued presently, the 500,000,000 shares registered for resale hereunder would represent approximately 26.5% of our issued and outstanding shares of common stock.

AUnder the ~~purchase~~terms of ~~any~~the ~~Shares~~Equity isFinancing anAgreement, ~~investment~~we inwill ~~the~~issue, ~~Company’s~~concurrently ~~common~~with ~~stock~~the ~~and~~closing ~~involves a high degree~~ of ~~risk. Investors should consider carefully~~ the ~~following~~initial ~~information~~Put, ~~about these risks~~15,000,000 ~~together~~shares ~~with~~of ~~the~~our common ~~other~~stock ~~information~~to ~~contained~~GHS inas ~~this~~a ~~prospectus,~~commitment ~~before the purchase of the Shares~~fee. If ~~any~~We ofwill ~~the~~not ~~following~~receive ~~risks~~cash ~~actually~~consideration ~~occur,~~for the ~~business,~~issuance ~~financial~~of ~~condition~~these orshares. ~~results~~Except offor ~~operations~~its receipt of the ~~Company~~commitment ~~would~~shares, ~~likely~~GHS ~~suffer. In~~has ~~this~~not ~~case,~~held ~~the~~any ~~market~~position ~~price~~or ofoffice ~~the~~or ~~common~~had ~~stock~~any ~~could~~other ~~decline,~~material ~~and~~relationship ~~investors~~with ~~may~~us ~~lose all~~ or ~~part~~any of ~~the~~our ~~money~~predecessors or ~~they~~affiliates ~~paid~~within tothe ~~buy~~past ~~the~~three ~~Shares~~years.

~~The~~After the ~~Company~~effective ~~must~~date ~~develop~~of athis ~~means~~registration statement, we may issue Put Notices to ~~market~~GHS ~~and~~obligating ~~distribute~~it ~~its~~to ~~products~~purchase inshares ~~order~~of our common stock from us pursuant to ~~create~~the aterms ~~sufficient~~of ~~volume~~the Equity Financing Agreement. We will receive cash proceeds from any sales of ~~potential~~shares ~~revenues~~to GHS, but we will not receive any proceeds from resales of shares by GHS pursuant to ~~develop~~this registration statement and ~~expand~~prospectus. ~~its~~GHS ~~business~~may ~~plan~~sell all or any portion of the shares being offered in accordance with this prospectus at fixed prices, at prevailing market prices, at varied prices, or at negotiated prices.

AnPLAN OF impediment to the Company’s development and expansion in its market could be the difficulty in successfully marketing and distributing its products. A failure to adequately market and distribute the Company’s products would seriously impede the ability of the Company to develop.DISTRIBUTION

NoThe Selling ~~assurance~~Security Holder may, from time to time, sell any or all of ~~production~~the shares of our common stock covered hereby on the OTC Markets or any ~~commercial~~other ~~feasibility~~stock exchange, market, or trading facility on which the shares are traded or in private transactions. A selling stockholder may sell all or a portion of the shares being offered pursuant to this prospectus at fixed prices, at prevailing market prices at the time of sale, at varying prices, or at negotiated prices. A selling stockholder may use any one or more of the following methods when selling securities:

~~Even~~● ifOrdinary brokerage transactions and transactions in which the ~~products~~broker-dealer ~~are~~solicits ~~successfully~~purchasers. ~~developed~~● block trades in which the broker-dealer will attempt to sell the shares as agent, but may position and ~~manufactured~~resell a portion of the block as principal to facilitate the transaction, ~~there~~or ~~can~~purchases beby noa ~~assurance~~broker-dealer ~~that~~as ~~such~~principal ~~products~~and ~~will~~resale ~~have~~by ~~any~~the ~~commercial~~broker-dealer ~~advantages~~for its account ● an exchange distribution in accordance with the rules of the applicable exchange: ● privately negotiated transactions. ~~Also,~~ ~~there~~● isin notransactions ~~assurance~~through broker-dealers that agree with the ~~products~~selling ~~will~~stockholder ~~perform~~to assell ~~intended~~a inspecified number of such securities at a stipulated price per security. ● through the ~~marketplace~~writing or settlement of options or hedging transactions, whether through an options exchange or otherwise. ● a combination of any such methods of sale; or ● any other method permitted pursuant to applicable law:

The Selling ~~Company~~Security Holder is an “underwriter” within the meaning of Section 2(a)(11) ~~development-stage~~of ~~company~~the Securities Act with norespect ~~operating~~to shares ~~history~~issued pursuant to the Equity Financing Agreement. Because the Selling Security Holder is deemed to be an “underwriter” within the meaning of ~~its~~the ~~own~~Securities ~~and~~Act, asit ~~such~~will be subject to the prospectus delivery requirements of the Securities Act, including Rule 172 thereunder. In addition, any ~~prospective~~securities ~~investor~~covered ~~cannot~~by ~~assess~~this prospectus that qualify for sale pursuant to Rule 144 under the ~~Company’s~~Securities Act ~~profitability~~may orbe ~~performance~~sold under Rule 144 rather than under this prospectus.

Because the Company is a development-stage company with no operating history, it is impossible for an investor to assess the performance of the Company or to determine whether the Company will meet its projected business plan. The Company has limited financial results upon which an investor may judge its potential. As a company emerging from the development-stage, the Company may in the future experience under-capitalization, shortages, setbacks and many of the problems, delays and expenses encountered by any early stage business. An investor will be required to make an investment decision based solely on the Company management’s history and its projected operations in light of the risks, expenses and uncertainties that may be encountered by engaging in the Company’s industry.

The Company has not sold any products to date.

Since inception, the Company has heretofore not sold a single product.

The Company has no revenues to date.

The Company has generated no revenues to date. To date, most of management’s time, and the Company’s limited resources have been spent in developing strategy, researching potential opportunities, contacting partners, exploring marketing contacts, establishing operations and management personnel and resources, preparing its business plan and model, selecting professional advisors and consultants and seeking capital for the Company.

~~The~~We have ~~Company~~engaged isICON aCapital ~~development~~Group, ~~stage~~LLC. ~~company and has~~ (a ~~correspondingly~~FINRA ~~small~~registered ~~financial~~broker-dealer) ~~and~~to ~~accounting~~act ~~organization.~~as ~~Being~~the aPlacement ~~public~~Agent ~~company~~under ~~may~~the ~~strain~~terms of the ~~Company's~~Equity Financing ~~resources,~~Agreement ~~divert~~and ~~management’s~~have ~~attention~~agreed ~~and~~to ~~affect~~pay ~~its~~them ~~ability~~a tofee ~~attract~~of ~~and~~2% ~~retain~~of ~~qualified~~the ~~officers~~amount ~~and~~of ~~directors~~each put.

~~The~~Broker-dealers engaged ~~Company~~by isthe aSelling ~~development~~Security ~~stage~~Holder ~~company~~may ~~with~~arrange nofor ~~developed~~other ~~finance~~broker-dealers ~~and~~to ~~accounting~~participate ~~organization~~in ~~and~~sales. ~~the~~Broker-dealers ~~rigorous~~may ~~demands~~receive ofcommissions or ~~being~~discounts afrom ~~public~~the ~~reporting~~Selling ~~company~~Security ~~will~~Holder ~~require~~(or, aif ~~structured~~any ~~and~~broker-dealer ~~developed~~acts ~~finance~~as ~~and~~agent ~~accounting~~for ~~group.~~the Aspurchaser aof ~~public company~~securities, from the ~~Company~~purchaser) in ~~will~~amounts ~~be subject~~ to ~~the~~be ~~reporting~~negotiated, ~~requirements~~but, ofexcept ~~the~~as ~~Securities~~set ~~Exchange~~forth ~~Act~~in ofa ~~1934.~~supplement ~~The~~to ~~requirements~~this ofprospectus, ~~these~~in ~~laws~~the ~~and~~case ~~the~~of ~~rules~~an ~~and~~agency ~~regulations~~transaction ~~promulgated~~not ~~thereunder~~in excess ~~entail~~of ~~significant~~a ~~accounting,~~customary ~~legal~~brokerage ~~and~~commission ~~financial~~in compliance ~~costs,~~with ~~and~~FINRA ~~have~~Rule ~~made,~~2440; and ~~will~~in ~~continue~~the tocase ~~make,~~of ~~some~~a ~~activities~~principal ~~more~~transaction ~~difficult,~~a ~~time~~markup ~~consuming~~ or markdown ~~costly~~in ~~and~~compliance ~~may~~with ~~place~~FINRA ~~significant strain on its personnel, systems and resources~~IM-2440.

~~The~~We have ~~Securities~~agreed ~~Exchange~~to ~~Act~~indemnify ~~requires,~~GHS ~~among~~and ~~other~~its ~~things,~~affiliates ~~that~~against ~~companies~~certain ~~maintain~~liabilities ~~effective~~in ~~disclosure~~connection ~~controls~~with ~~and~~the ~~procedures~~offering ~~and~~of ~~internal~~Shares, ~~control~~including ~~over~~liabilities arising ~~financial~~under ~~reporting.~~the InSecurities ~~order~~Act. toGHS ~~establish~~has ~~the~~agreed ~~requisite~~to ~~disclosure~~indemnify ~~controls~~us ~~and~~against ~~procedures~~liabilities ~~and~~under ~~internal~~the ~~control~~Securities ~~over~~Act ~~financial~~that ~~reporting,~~may ~~significant~~occur ~~resources~~from ~~and~~certain written ~~management~~information ~~oversight~~furnished ~~are~~to ~~required. As~~us aby ~~result,~~GHS ~~management’s~~specifically ~~attention~~for ~~may~~use bein ~~diverted~~this ~~from~~prospectus ~~other business concerns~~or, ~~which~~if ~~could~~such ~~have~~indemnity ais ~~material~~unavailable, ~~adverse~~to ~~effect~~contribute amounts onrequired ~~the~~to ~~development~~be ofpaid ~~the~~in ~~Company's~~respect ~~business, financial condition and results~~ of ~~operations~~such liabilities.

~~These~~DESCRIPTION OF rules and regulations may also make it difficult and expensive for the Company to obtain director and officer liability insurance. If the Company is unable to obtain adequate director and officer insurance, its ability to recruit and retain qualified officers and directors, especially those directors who may be deemed independent, will be significantly curtailed.SECURITIES

~~The Company is a development-stage company and has little experience in commercializing products and managing a public company.~~Capital Stock

~~The~~We are ~~Company~~authorized isto aissue development-stage company and as such has little experience in commercializing products and managing a public company. Such lack of experience may result in the Company experiencing difficulty in adequately operating and growing its business. Further3,000,000,000 ~~the~~shares ~~Company may be hampered by lack~~ of ~~experience in addressing the issues and considerations which are~~ common tostock, ~~growing product companies~~$0. If0001 ~~the~~par ~~Company’s~~value ~~operating~~per orshare, ~~management~~and ~~abilities~~20,000,000 ~~consistently~~preferred ~~perform~~shares ~~below expectations~~authorized, with ~~the Company’s business is unlikely to thrive. In addition~~2,000,000 ~~the Company’s lack~~ of ~~experience~~those ~~may~~shares ~~result,~~being ~~in spite~~designated ofas ~~the~~Series ~~successful~~A ~~product~~Preferred ~~development~~ and ~~commercialization~~2,000,000 inPreferred ~~difficulty~~Stock inissued ~~managing the operations~~ and ~~finances~~outstanding as of aSeptember 30, ~~public company.~~2025

~~Reliance on third party agreements and relationships is necessary for development of the Company's business.~~Common Stock

~~The~~As of ~~Company~~September ~~will~~30, ~~need~~2025, ~~the manufacturing~~1,884,930,584 ~~service~~shares ~~and~~of ~~other~~common ~~third~~stock ~~party~~are ~~relationships~~issued ~~in order to develop~~ and ~~grow its business~~outstanding. ~~The Company will be substantially dependent on these strategic partners and third party relationships. To date, the Company has not entered into any such relationships.~~

The holders ~~Company~~of ~~expects~~our common stock are entitled to ~~incur~~one ~~additional~~vote ~~expenses~~for ~~and~~each ~~may~~share ~~ultimately~~held ~~never~~of record on all matters to be ~~profitable~~acted upon by the stockholders and have equal ratable rights to dividends from funds legally available if and when declared by our board of directors and are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs. Our common stock does not provide the right to a preemptive, subscription, or conversion right, and there are no redemption or sinking fund provisions or rights.

The Company is a development-stage company, has limited operations and is relying on this offering to finance its development and operations. As of December 31, 2010, the Company had accumulated losses of $146,270. In addition, although this offering will provide the Company with cash for its working capital, the Company will need to begin generating revenue to achieve and maintain profitability. To become profitable, the Company must successfully develop, market and lease its products, a process that involves many factors that are beyond the Company’s control, including the type of competition that the Company may encounter.INTEREST ~~Ultimately,~~OF inNAMED ~~spite~~EXPERTS ofAND ~~the Company’s best or reasonable efforts, the Company may never actually generate revenues or become profitable.~~COUNSEL

IfThe financial statements of our company included in this prospectus for the ~~Company~~years isended ~~unable~~December to31, ~~generate~~2024 ~~sufficient~~and ~~cash~~2023, ~~from~~have ~~operations~~been audited by LAO Professionals, itand ~~may~~Olayinka ~~find~~Oyebola it& ~~necessary~~Co. respectively to ~~curtail~~the ~~development~~extent and ~~operational~~for ~~activities~~the period set forth in its report (which contains an explanatory paragraph regarding our ability to continue as a going concern) appearing elsewhere in the prospectus, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

~~The~~Barnett & ~~Company~~Linn has anprovided ~~extensive~~us ~~business~~with ~~plan~~an ~~hinged~~opinion on ~~its~~the ~~ability~~validity toof ~~develop and commercialize its products. If~~ the ~~Company~~shares isof ~~unable~~our tocommon ~~develop~~stock ~~and/or~~being ~~commercialize~~offered ~~its~~pursuant ~~products, then it would not be able~~ to ~~proceed~~this ~~with its business plan or possibly to successfully develop its planned operations at all~~prospectus.

~~The~~No expert ~~proposed~~named ~~operations~~in the registration statement of which this prospectus forms a part as having prepared or certified any part thereof (or is named as having prepared or certified a report or valuation for use in connection with such registration statement) or counsel named in this prospectus as having given an opinion upon the ~~Company~~validity ~~are~~of ~~speculative~~the securities being offered pursuant to this prospectus or upon other legal matters in connection with the registration or offering such securities was employed for such purpose on a contingency basis. Also, at the time of such preparation, certification or opinion or at any time thereafter, through the date of effectiveness of such registration statement or that part of such registration statement to which such preparation, certification or opinion relates, no such person had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in our company or any of its parents or subsidiaries. Nor was any such person connected with our company or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

The success of the proposed business plan of the Company will depend to a great extent on the operations, financial condition and management of the Company. Although the Company has a business plan and intends to execute its overall business strategy, limited operations have been conducted to date. As no revenues have been finalized or consummated as of yet, the proposed operations of the Company remain speculative.

~~The~~DESCRIPTION OF Company’s founder and chief executive officer beneficially owns and will continue to own a majority of the Company’s common stock and, as a result, can exercise control over stockholder and corporate actions.BUSINESS

~~Mr.~~Our company ~~Dale~~was ~~Euga,~~incorporated in the ~~founder,~~State ~~president~~of Delaware in September 2006 and ~~chief~~was ~~executive~~formerly ~~officer~~known ofas ~~the~~Greenmark ~~Company,~~Acquisition isCorporation ~~currently~~(“Greenmark”). On ~~the~~February ~~beneficial~~7, ~~owner~~2011, ofGreenmark ~~approximately~~Acquisition ~~56%~~Corporation ofand ~~the~~Powerdyne, ~~Company’s~~Inc., ~~outstanding~~a ~~common~~Nevada ~~stock~~corporation (~~without~~“Powerdyne ~~including~~Nevada”), ~~for~~merged with ~~the~~Greenmark ~~purposes~~as ofthe ~~such~~surviving ~~calculation,~~company. ~~common~~Powerdyne ~~stock~~Nevada ~~currently~~was ~~issued~~formed ~~and~~in ~~outstanding~~February ~~but~~2010 ~~held~~ in the ~~treasury~~State of ~~the~~Nevada ~~Company),~~ and ~~assuming~~had ~~sale~~limited ofoperations until ~~all~~ the ~~Shares,~~time ~~will own 48%~~ of ~~the~~its ~~Company's~~combination ~~then~~with ~~outstanding~~Greenmark. ~~common~~As ~~stock~~part ~~upon closing~~ of the ~~offering. As such~~merger, heGreenmark ~~will~~Acquisition ~~be able to control most matters requiring approval by stockholders~~Corporation, ~~including~~ the ~~election~~surviving ofentity, ~~directors~~changed its ~~and~~name ~~approval~~to ofPowerdyne ~~significant~~International ~~corporate transactions~~Inc. ~~This~~ ~~concentration~~Prior ~~of ownership~~to ~~may also have~~ the ~~effect of delaying or preventing a change in control~~merger, ~~which~~Greenmark indid ~~turn~~not ~~could~~ have aany ~~material~~ongoing ~~adverse~~business ~~effect~~or onoperations ~~the~~and ~~market~~was ~~price~~established solely offor the ~~Company’s~~purpose ~~common~~of ~~stock~~completing ormergers ~~prevent~~and ~~stockholders~~acquisitions ~~from~~with ~~realizing~~ a ~~premium~~target ~~over~~company, ~~the~~such ~~market~~as ~~price~~Powerdyne ~~for their Shares~~Nevada.

~~Executive~~During the ~~officers~~quarter ~~and~~ending ~~directors~~March of31, ~~the~~2019, ~~Company~~Powerdyne ~~will~~International, ~~retain~~Inc. ~~voting~~purchased ~~control~~several ~~after~~cryptocurrency ~~the~~miners ~~offering,~~and ~~which~~began ~~will~~mining ~~allow~~certain ~~them~~cryptocurrency coins. This was completed to ~~exert~~enter ~~substantial~~the ~~influence~~crypto ~~over~~markets ~~major~~and ~~corporate~~explore ~~decisions~~other potential revenue opportunities for Powerdyne International, Inc.

~~The~~On March ~~Company~~6, ~~anticipates~~2022, ~~that~~pursuant ~~its~~to ~~executive~~a ~~officers~~Securities ~~and~~Purchase ~~directors~~Agreement ~~will~~(the “SPA”), inPowerdyne ~~the aggregate~~International, ~~beneficially~~Inc. ~~own~~(the ~~approximately~~“Company”), acquired 59100% of ~~its~~the issued and outstanding ~~capital~~membership ~~stock~~interests ~~following~~of ~~the~~Creative ~~completion~~Motion ofTechnology, ~~this offering~~LLC, ~~assuming~~a ~~the~~Massachusetts ~~sale~~limited ofliability company ~~all~~(the ~~Shares~~“Membership ~~hereby offered~~Interests”). ~~Accordingly,~~ ~~the~~The ~~present~~Membership ~~shareholders,~~Interests bywas ~~virtue~~owned ofby ~~their~~Mr. ~~percentage~~James ~~share~~F. ~~ownership~~O’Rourke, ~~and certain procedures established by~~ the ~~certificate~~principal ofowner and ~~incorporation~~sole director and ~~by-laws~~officer of the Company. ~~for~~The ~~the~~purchase ~~election~~price ofpaid ~~its~~by ~~directors,~~the ~~may~~Company ~~effectively~~was ~~control~~2,000,000 ~~the~~shares ~~board~~ of ~~directors~~its ~~and~~Series ~~the~~A ~~policies~~Preferred ofStock valued ~~the~~at ~~Company. As a result~~$1,500,000 ~~these~~The ~~stockholders~~Series ~~will~~A ~~retain~~Preferred ~~substantial~~Stock, ~~control~~shall ~~over~~be ~~matters~~entitled ~~requiring approval~~to byhave ~~the~~one ~~Company’s~~thousand ~~stockholders~~(1,000) ~~such~~votes asper ~~(without~~one ~~limitation~~(1) ~~the~~share, ~~election~~at each meeting of ~~directors~~stockholders ~~and approval~~ of ~~significant~~the ~~corporate~~Corporation ~~transactions. This~~(or ~~concentration~~pursuant ofto ~~ownership~~any ~~may~~action ~~also~~by ~~have~~written ~~the~~consent) ~~effect~~with ofrespect ~~delaying~~to orany ~~preventing~~and aall ~~change~~matters inpresented ~~control,~~to ~~which~~the stockholders inof ~~turn~~the ~~could~~Corporation ~~have~~for atheir ~~material~~action ~~adverse~~or ~~effect~~consideration. onThe ~~the~~holders ~~market price~~ of ~~the~~Series ~~Company’s~~A ~~common~~Preferred ~~stock~~Stock orshall ~~prevent~~vote ~~stockholders~~together ~~from~~with ~~realizing~~the holders aof ~~premium~~Common ~~over~~Stock ~~the~~as ~~market~~a ~~price~~single ~~for their Shares~~class.

~~The Company depends on its management team to manage its business effectively.~~Overview

~~The~~Creative Motion ~~Company's~~Technology, ~~future~~LLC ~~success~~(“CM Tech”) is ~~dependent~~a insmall ~~large~~New ~~part~~England-based ~~upon~~motor ~~its~~manufacturer ~~ability~~founded toin ~~understand~~2004 and ~~develop~~has ~~the~~been in business for ~~plan~~over ~~and~~19 toyears. ~~attract~~CM ~~and~~Tech’s ~~retain~~management ~~highly~~has ~~skilled~~over ~~management,~~60 ~~operational~~years ~~and~~of ~~executive~~design ~~personnel. In~~and ~~particular~~manufacturing expertise, ~~due~~specializing toin the ~~relatively~~design ~~early~~and custom ~~stage~~building of ~~the~~industrial ~~Company's business~~servomotors, ~~its~~both ~~future~~brush ~~success is highly dependent on its officers, to provide the necessary experience~~ and ~~background~~brushless tomotor ~~execute~~designs. ~~the~~CM ~~Company'~~Tech’s ~~business~~current ~~plan. The~~market ~~loss~~focus ofis ~~any~~on ~~officer’s~~niche ~~services~~motor demands ~~could~~for ~~impede~~low-volume, ~~particularly~~high-quality, ~~initially~~cost-effective asmotors, ~~the~~primarily ~~Company~~used ~~builds~~in aindustrial ~~record~~robotics ~~and~~for ~~reputation,~~the ~~its~~semiconductor ~~ability~~manufacturing industry. toThe ~~develop~~motors ~~its~~that ~~objectives,~~CM ~~particularly~~Tech incurrently ~~its~~has ~~ability~~in toproduction ~~develop~~mainly aprovide ~~successful strategy~~the ~~to develop~~X, ~~market and lease its products~~Y, and asZ ~~such~~axis ~~would~~articulation ~~negatively~~in ~~impact~~factory ~~the Company's possible development~~automation robots.

~~Government~~Included with ~~regulation~~CM ~~could~~Tech ~~negatively~~acquisition ~~impact~~is ~~the~~Frame One, which is a custom picture framing shop located in North Reading, MA. Frame One has been in business since 2006 and brings with it a strong client base consisting of local schools, colleges, artist guilds, artists, artists, interior decorators/designers, museums, photographers, art galleries and theaters.

~~The~~We primarily ~~Company’s~~service ~~products~~the ~~may~~Original beEquipment ~~subject~~Manufacturers to(OEMs) ~~various government regulations~~ in the ~~jurisdictions~~semiconductor inmarket ~~which they operate. Due to the potential wide geographic scope of the Company’s operations, the Company could be subject to regulation~~ by ~~political~~supplying ~~and~~custom-designed ~~regulatory~~motors ~~entities~~for ~~throughout~~ the robotics ~~United~~used ~~States,~~in ~~including~~semiconductor ~~various~~manufacturing ~~local~~equipment. ~~and~~We ~~municipal~~also ~~agencies~~provide ~~and~~custom ~~government~~picture ~~sub-divisions,~~framing ~~and~~under ~~various~~Frame ~~foreign governments and political subdivisions thereof~~One. ~~The~~ ~~Company~~We ~~may~~consider ~~incur~~both ~~increased costs necessary~~ businesses to ~~comply~~operate ~~with~~as ~~existing~~our ~~and~~own ~~newly~~business ~~adopted laws and regulations or penalties~~ for ~~any~~reporting ~~failure to comply~~purposes. ~~The~~We ~~Company’s~~provide ~~operations could be adversely affected~~cost-effective, ~~directly or indirectly~~value-added, byturn-key ~~existing~~solutions orto ~~future~~meet ~~laws~~our clients’ drive and ~~regulations~~articulation ~~relating to its business or industry~~needs.

~~There has been no prior public market for the Company’s securities and the lack of such a market may make resale of the stock difficult.~~The Market

NoWe service ~~prior~~Global ~~public~~Semiconductor ~~market~~Equipment ~~has existed for the Company~~Manufacturer’s ~~securities~~our ~~and~~Sales ~~the Company cannot assure any investor that a market will develop subsequent~~ to ~~this~~International ~~offering.~~customers Anwere ~~investor~~32% ~~must~~and be68% ~~fully aware~~ of ~~the~~our ~~long-term~~total nature of an investment in the Company. The Company intends to apply for quotation of its common stock on the OTC Bulletin Board as soon as possible which may be while this offering is still in process. However, the Company does not know if it will be successful in such application, how long such application will take, or, that if successful, that a market for the common stock will ever develop or continue on the OTC Bulletinsales ~~Board. If for any reason the common stock is not listed on the OTC Bulletin Board or a public trading market does not otherwise develop, investors~~ in ~~the~~2024 ~~offering~~and ~~may have difficulty selling their common stock should they desire to do so. If the Company is not successful in its application for quotation on the OTC Bulletin Board~~2023, ~~it will apply to have its securities quoted by the Pink OTC Markets, Inc~~respectively.~~, real-time quotation service for over-the-counter equities.~~

~~The Company does not intend to pay dividends to its stockholders, so investors will not receive any return on investment in the Company prior to selling their interest in it.~~Suppliers

~~The~~We have ~~Company~~developed ~~does~~a ~~not~~strong ~~project~~collaborative ~~paying~~relationship ~~dividends~~with ~~but~~a ~~anticipates~~select ~~that~~few itISO ~~will~~Certified ~~retain~~component ~~future~~manufacturers, ~~earnings~~both ~~for~~domestically ~~funding the Company’s growth~~ and ~~development~~in Asia. ~~Therefore,~~ ~~investors~~These ~~should~~strategic ~~not~~relationships ~~expect~~have ~~the~~been ~~Company~~developed toover ~~pay dividends in~~ the ~~foreseeable~~past ~~future. As~~20 ~~a result~~years, ~~investors~~which ~~will~~ensure ~~not~~that ~~receive~~we ~~any~~are ~~return~~able ~~on their investment prior~~ to ~~selling~~maintain ~~their~~a ~~Shares~~steady inflow of ~~the~~components ~~Company,~~while ifmaintaining ~~and when~~ a ~~market~~high ~~for~~level ~~such~~of ~~Shares develops~~quality. ~~Furthermore,~~ ~~even~~With ifthese ~~a market for the Company’s securities does develop~~relationships, ~~there~~we isare noable ~~guarantee that the market price for the shares would be equal~~ to orrun ~~more~~a ~~than~~production ~~the~~based ~~initial~~on ~~per~~a ~~share investment price paid by any~~just-in-time ~~investor. There~~inventory is(JIT), aallowing ~~possibility~~us ~~that~~to ~~the~~keep ~~Shares could lose all or~~ a ~~significant~~minimum ~~portion~~amount of ~~their value from the initial price paid in this offering~~inventory.

~~The~~Foreign Trade ~~Company’s~~Regulations ~~stock may be considered a penny stock and any investment in the Company’s stock will be considered a high-risk investment and subject to restrictions on marketability.~~

IfA significant ~~the~~portion ~~Shares~~of ~~commence trading,~~ the ~~trading~~products ~~price~~we ofdistribute ~~the~~are ~~Company's~~manufactured ~~common~~in ~~stock~~Asia, ~~may~~primarily bein ~~below $5~~China.00 ~~per~~The ~~share. If~~purchase ~~the price~~ of ~~the~~goods ~~common~~manufactured ~~stock is below such level, trading~~ in foreign ~~its~~countries ~~common~~is ~~stock would be~~ subject to ~~the~~several ~~requirements~~risks, ofincluding ~~certain~~economic ~~rules promulgated under the Securities Exchange Act of 1934~~disruptions, asincluding ~~amended. These~~recent ~~rules~~disruptions ~~require~~caused ~~additional disclosure~~ by ~~broker-dealers~~the ~~in connection with any trades generally involving any non~~COVID-~~NASDAQ~~19 ~~equity security that has a market price of less than $5.00 per share~~pandemic, transportation ~~subject~~delays toand ~~certain exceptions. Such rules require the delivery~~interruptions, ~~before~~foreign ~~any~~exchange ~~penny~~rate ~~stock transaction~~fluctuations, imposition of atariffs ~~disclosure~~and ~~schedule explaining~~import ~~the penny stock market~~ and ~~the~~export ~~risks associated therewith~~controls, and changes ~~impose~~in ~~various~~governmental ~~sales~~policies, ~~practice~~any ~~requirements on broker-dealers who sell penny stocks to persons other than established customers and accredited investors (generally institutions). For these types~~ of ~~transactions,~~which ~~the~~could ~~broker-dealer~~have ~~must~~a ~~determine~~material ~~the~~adverse ~~suitability~~effect ofon ~~the~~our ~~penny~~business ~~stock for the purchaser~~ and ~~receive~~results the purchaser’s written consent to the transactions before sale. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in the Company’s common stock which could impact the liquidity of ~~the Company’s common stock~~operations.

~~The~~From time ~~Company~~to ~~may~~time, ~~face~~protectionist pressures have influenced U.S. trade policy concerning the imposition of significant ~~competition~~duties or other trade restrictions upon foreign products. We cannot predict whether additional U.S. customs quotas, duties, taxes or other charges or restrictions will be imposed upon the importation of foreign components in the future or what effect any of these actions would have on our business, financial condition, or results of operations. During 2024, we remained impacted by tariff costs on certain products imported from ~~companies~~China, which ~~that~~went ~~serve~~into ~~its~~effect ~~industries~~as of July 6, 2018. However, we also have been able to share the increases with our customers to help mitigate these costs.

~~The~~Our ability ~~Company~~to ~~may~~remain ~~face~~competitive ~~competition~~with ~~from~~respect ~~other companies that offer similar products, ranging from local suppliers~~ to ~~large~~the ~~multinational~~pricing ~~manufacturers~~of ~~and~~imported ~~companies. Some~~components ofcould ~~these~~be ~~potential~~adversely ~~competitors~~affected ~~may~~by ~~have~~increases ~~longer~~in ~~operating~~tariffs or ~~histories~~duties, ~~greater~~changes ~~brand~~in ~~recognition~~trade treaties, ~~larger~~strikes ~~client~~in ~~bases~~air ~~and~~or ~~significantly~~sea ~~greater financial~~transportation, ~~technical~~ and ~~marketing~~possible ~~resources~~future ~~than the Company does~~U. ~~These~~S. ~~advantages~~legislation ~~may~~with ~~enable~~respect ~~such competitors~~ to ~~respond~~pricing and ~~more~~import ~~quickly~~quotas toon ~~new~~products orfrom ~~emerging~~foreign ~~technologies~~countries. ~~and~~For ~~changes~~example, init ~~customer~~is ~~preferences. These~~possible ~~advantages~~that ~~may~~political ~~also~~or ~~allow~~economic ~~them~~developments ~~to engage~~ in ~~more~~China, ~~extensive~~or with ~~research~~respect ~~and~~to ~~development,~~the ~~undertake~~United ~~extensive~~States’ ~~far-reaching marketing~~relationship ~~campaigns~~with China, ~~adopt~~could ~~more~~have ~~aggressive~~an ~~pricing~~adverse ~~policies~~effect ~~and~~on ~~make~~our ~~more~~business. ~~attractive~~Our ~~offers~~ability to ~~potential~~remain competitive ~~customers,~~also ~~employees~~could ~~and~~be ~~strategic~~affected ~~partners.~~by ~~The~~other ~~Company~~governmental ~~believes~~actions ~~that~~related ~~its current and anticipated products are~~to, ~~and~~among ~~will~~other bethings, ~~sufficiently~~anti-dumping ~~different~~legislation ~~from~~and ~~existing~~international currency ~~competition~~fluctuations. ~~However,~~ ~~few~~While ofwe ~~these~~do ~~organizations~~not ~~are~~believe ~~using~~that ~~their~~any ~~products~~of inthese ~~the~~factors ~~configuration~~adversely ~~that~~impact ~~the~~our ~~Company~~business isat ~~currently proposing. As a result~~present, itwe iscannot ~~possible~~be assured that ~~potential~~these ~~competitors~~factors ~~may~~will ~~have~~not ormaterially ~~may~~adversely ~~rapidly~~affect ~~acquire~~us ~~significant~~in ~~market~~the ~~share~~future. ~~Increased~~ ~~competition~~Any ~~may~~significant ~~result~~disruption in ~~price~~the ~~reductions,~~delivery ~~reduced gross margin and loss~~ of ~~market~~merchandise ~~share. The~~from our ~~Company~~suppliers, ~~may~~substantially ~~not~~all beof ~~able~~whom toare ~~compete successfully~~foreign, ~~and~~could ~~competitive~~have ~~pressures~~a ~~may~~material ~~adversely~~adverse ~~affect~~impact ~~its~~on our business, and the results of operations ~~and financial condition~~.

~~Products have not completed development.~~Employees

~~The~~We have ~~Company~~one ~~has~~executive ~~not~~officer. ~~completed~~We ~~the~~have ~~development~~nine ~~of a~~ full-time ~~product~~employees ~~line,~~ and ~~further~~five consultants, itincluding ~~anticipates~~those ~~a continuing need to develop additional products. Although Company management feels that it excels~~ in ~~product~~legal, ~~design~~accounting, and ~~development, no assurance can be given that the products can be developed to implementation or that the products will achieve commercially viable sales levels~~information technology.

~~No formal market survey has been conducted.~~Personnel

NoJames F. ~~independent~~O’Rourke ~~marketing~~serves ~~survey~~as ~~has~~Chief ~~been~~Executive ~~performed~~Officer and Director of the Company. He attended Lowell Technological Institute. With over thirty-five years’ experience in manufacturing from design conception to ~~determine~~production as well as in acquisitions, mergers and managing the ~~potential~~operational ~~demand~~side of startup businesses, Mr. O’Rourke (the Vice Present and General Manager of SatCon Technology Corporation, the Manager of Drive Systems for its Applied Technology business unit and the ~~Company~~Manager of its Magmotor business unit) was responsible for SatCon’s ~~products.~~day-to-day ~~The~~operation ~~Company~~and ~~has~~subsequently ~~conducted~~was ~~only~~instrumental ~~limited~~in ~~marketing~~the ~~studies,~~formation of SatCon’s successor: SatCon Power Systems. Mr. O’Rourke then founded CM Technology (which ~~indicate~~designs ~~that~~and ~~its~~manufactures ~~products~~custom ~~would~~motors ~~potentially~~for bethe ~~marketable. However~~automotive, noindustrial, and ~~assurances~~robotic ~~can~~markets beas ~~given~~well ~~that~~as ~~upon~~high ~~marketing~~power rotary uninterruptable power supplies (RUPS) for the distributed generation, ~~sufficient~~industrial, telecommunication, cloud data center and power quality markets). ~~can~~Mr. beO’Rourke, ~~developed~~who tois ~~sustain~~still ~~the~~actively ~~Company's~~involved ~~operations~~in onCM, joined Powerdyne as a ~~continued~~consultant in ~~basis~~2013 and was elected its CEO and a Director in 2014. Due to Mr. O’Rourke’s knowledge of our industry and his manufacturing experience we selected him to serve as a director.

The Company may be subject to increasing environmental and regulatory restrictions and developments, which may result in increased costs, lower revenue and profits and/or difficulty in conducting business.

Current, or future, environmental regulations may affect the availability or cost of goods and services, such as natural resources, which are necessary to operate the Company’s business. Any violation of these laws could adversely affect the Company and its business. The Company’s operations may necessitate the use and handling of hazardous materials and, as a result, they may be subject to various federal, state, local and foreign laws, regulations and ordinances relating to the protection of the environment, including (without limitation) those regulations governing discharges to air and water, handling and disposal practices for solid and hazardous wastes, the cleanup of contaminated sites and the maintenance of a safe work place. These laws impose penalties, fines and other sanctions for noncompliance and liability for response costs, property damages and personal injury resulting from past and current spills, disposals or other releases of, or exposure to, hazardous materials. The Company could incur substantial costs as a result of noncompliance with or liability for cleanup or other costs or damages under these laws. The Company may become subject to more stringent environmental laws in the future. If more stringent environmental laws are enacted in the future, these laws could have a material adverse effect on the business, financial condition and results of operations of the Company.

~~The~~DESCRIPTION OF ~~time devoted by Company management may not be full-time.~~PROPERTY

ItOffice Space is anticipated that key officers will devote themselves full-time to the business of the Company. However, certain officers will devote only such time as is necessary (which may be less than full-time) to fulfill their respective duties as an officer of the Company. Furthermore, the Company may choose not to require its management to be available or provide services on a full-time basis to the Company.

Our corporate headquarters are located in a full-service office suite in North Reading, Massachusetts, comprising approximately 5,000 square feet of retail, manufacturing, and office space. The Company’s ~~has~~contractual ~~authorized~~term ~~the~~as ~~issuance~~ of ~~preferred~~Febuary1, ~~stock~~2025 ~~with~~is ~~certain~~36 ~~preferences~~months expiring January 31, 2028.

The lease ~~board~~requires ofmonthly ~~directors~~payments of ~~the Company is authorized to issue up to 20~~$5,~~000~~500,~~000~~ ~~shares~~payable ofat ~~$0.0001~~the ~~par~~beginning ~~value preferred stock. The board~~ of ~~directors~~each ~~has~~month, ~~the~~with ~~power~~no tovariable ~~establish~~payments, ~~the~~residual ~~dividend~~value ~~rates~~guarantees, or ~~liquidation~~purchase ~~preferences,~~options. ~~and~~The ~~voting~~lease ~~rights~~does ofnot ~~any~~include ~~series~~renewal ofor ~~preferred~~termination ~~stock,~~options ~~and~~reasonably ~~these~~certain ~~rights~~to ~~may~~ be ~~superior to the rights of holders of the Shares~~exercised. The ~~board~~lease ~~of directors may also establish redemption~~ liability and ~~conversion~~ROU ~~terms~~asset ~~and~~were ~~privileges~~measured ~~with~~at ~~respect~~commencement tousing ~~any shares of preferred stock. Any such preferences may operate to~~ the ~~detriment~~Company’s ofestimated ~~the~~incremental ~~rights~~borrowing ofrate ~~the holders~~ of ~~the~~10% ~~Shares,~~per ~~and further~~annum, ~~could~~as ~~be used by~~ the ~~board of directors as a device to~~rate ~~prevent~~implicit ~~a change~~ in ~~control of~~ the ~~Company. No~~lease ~~such~~was ~~preferred~~not ~~shares~~readily ~~or preferences have been issued to date, but such shares or preferences may be issued at a later time, subject to the sole discretion of the board of directors~~determinable.

Maturity Analysis of Lease Liability: The ~~Company~~following ~~does~~table ~~not~~presents ~~maintain~~the ~~certain~~undiscounted ~~insurance,~~cash ~~including~~flows ~~errors~~for ~~and~~the ~~omissions~~operating ~~and~~lease ~~indemnification~~liability ~~insurance.~~as of September 30, 2025, reconciled to the present value:

The Company has limited capital and, therefore, does not currently have a policy of insurance against liabilities arising out of the negligence of its officers and directors and/or deficiencies in any of its business operations. Even assuming that the Company obtained insurance, there is no assurance that such insurance coverage would be adequate to satisfy any potential claims made against the Company, its officers and directors, or its business operations or products. Any such liability which might arise could be substantial and may exceed the assets of the Company. The certificate of incorporation and by-laws of the Company provide for indemnification of officers and directors to the fullest extent permitted under Delaware law. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons, it is the opinion of the Securities and Exchange Commission that such indemnification is against public policy, as expressed in the Act, and is therefore, unenforceable.

Year	Undiscounted Cash Flows		Present Value
2025 (October –Dec,)		16,500		13,338
2028 - 12 months		66,000		55,822
2028 - 12 months		66,000		62,845
2028 (Jan)		5500		5500
Total Remaining		154,000		137,305

~~The Company’s patent(s) and/or trade secret protection may be inadequate.~~LEGAL PROCEEDINGS

~~The~~There are ~~Company~~no ~~has~~pending ~~applied~~or ~~for~~threatened ~~patent~~legal ~~protection~~proceedings oninvolving ~~certain~~our ~~aspects of its product lines~~company. ~~Additionally~~ However, itfrom ~~possesses~~time ~~certain proprietary design and manufacturing processes. The Company plans on attempting~~ to ~~obtain additional patents~~time, ~~copyright,~~we ~~trademarks~~may ~~and~~become ~~service~~involved ~~marks~~in onvarious ~~its~~legal proceedings ~~products~~that ~~and~~arise ~~services. However,~~in ~~there can be no assurance that~~ the ~~Company~~ordinary ~~can~~course ~~obtain~~of ~~effective~~business. ~~protection~~Those ~~against~~claims, ~~unauthorized~~even ~~duplication~~if orlacking ~~the~~merit, ~~introduction~~could ofresult ~~substantially~~in ~~similar~~our ~~products~~incurring orsignificant financial ~~that~~and ~~existing~~managerial ~~patent,~~resources. ~~trade~~We ~~secret~~may orbecome ~~other~~involved ~~intellectual~~in ~~property~~material ~~protection~~legal ~~adequately~~proceedings ~~protects~~in the ~~Company~~future.

~~The~~MARKET FOR ~~Company~~REGISTRANT’S ~~intends~~COMMON toEQUITY, ~~file~~RELATED ~~for~~STOCKHOLDER ~~foreign~~MATTERS ~~patent~~AND ~~protection,~~ISSUER ~~but~~PURCHASES ~~such~~OF ~~efforts~~EQUITY ~~may be inadequate.~~SECURITIES

~~The~~Our common ~~Company~~stock ~~plans~~is tocurrently ~~file~~quoted ~~and~~on ~~attempt to obtain patent protection for its products in most foreign countries. However, even if~~ the ~~Company~~OTC ~~files~~Markets ~~required~~under ~~patent applications in most or all foreign countries, there can be no assurance that any such patent will be granted or, if granted, that~~ the ~~validity~~symbol ~~of such patent will not be contested in the courts~~“PWDY. To” ~~the~~The ~~extent~~OTC ~~that~~Market ~~such patent~~ is ~~valid,~~a ~~there~~network ~~can~~of ~~further~~security bedealers who nobuy ~~assurance~~and ~~the~~sell ~~patent~~stock. ~~will~~The ~~fully~~dealers ~~protect~~are ~~the~~connected ~~Company~~by ~~and that~~ a ~~third~~computer ~~party~~network ~~may~~that ~~not~~provides ~~find~~information ~~other~~on ~~ways~~current to“bids” ~~exploit~~and ~~the~~“asks,” as ~~intellectual~~well ~~property~~as ~~that~~volume ~~the patent purports to protect~~information. To ~~date,~~Trading ~~no patent application has been filed~~ in ~~the~~stocks ~~United~~quoted ~~States for patents~~ on ~~improvements and enhancements that must be developed to bring~~ the ~~products~~OTC toMarkets ~~the~~is ~~point~~often ofthin ~~commercial~~and ~~use. The~~characterized ~~Company~~by orwide ~~others~~fluctuations ~~intend~~in ~~to file additional applications~~trading prices, ~~but~~due ~~there~~to isvarious nofactors ~~assurance~~ that ifmay ~~such additional applications are filed in foreign countries that any patent will~~ be ~~granted~~unrelated or, ifhave ~~granted,~~little ~~that the validity of such patent will not be challenged in the courts, and~~ to ~~the~~do ~~extent~~with ~~granted~~a ~~and~~company’s ~~valid,~~operations ~~that~~or ~~the~~business ~~patent will adequately protect the Company~~prospects.

The following ~~Company~~table issets ~~subject~~forth to the ~~potential~~range ~~factors~~of high and low closing bid quotations for our common stock for each of ~~obsolescence~~the periods indicated as reported by the OTC Markets. These quotations reflect inter-dealer prices, without retail markup, mark-down or commission and ~~technological~~may ~~change~~not necessarily represent actual transactions.

The business of the Company is susceptible to rapidly changing technology and the Company's product development and manufacturing process is subject to constant change. Although the Company intends to continue to develop and improve its products and manufacturing capability, there can be no assurance that funds for such expenditures will be available or that the Company's competition will not develop similar or superior capabilities or that the Company will be successful in its internal efforts. The future success of the Company will depend in part on its ability to respond effectively to rapidly changing technologies, industry standards and customer requirements by adapting and improving the performance features and reliability of its products.

Quarter Ended	High		Low

September 30, 2025,	$	0.0033	$	0.0013
June 30, 2025,	$	0.0024	$	0.0009
March 31, 2025,	$	0.0027	$	0.0005
December 31, 2024,	$	0.0068	$	0.0012
September 30, 2024,	$	0.0064	$	0.0012
June 30, 2024,	$	0.0027	$	0.0005
March 31, 2024,	$	0.02	$	0.0009

~~The~~Our transfer ~~Company~~agent, ~~may~~VStock ~~have~~Transfer, ~~product~~LLC, ~~liability~~18 ~~exposure~~Lafayette ~~and~~Place, beWoodmere, ~~subject~~NY to11598, ~~such~~Telephone ~~claims~~(212) in828-8436; Facsimile (646) 536-3179, is the ~~future~~registrar and transfer agent for our common stock.

The Company may be held responsible for any defects that occur with respect to its products and services. Based on the defect, the Company may be liable for significant damages, which may adversely affect the Company’s financial results, prospects and overall condition as a company. Furthermore, as the Company increasingly provides products and services utilizing sophisticated and complex technologies, such defects may occur more frequently and become larger in scope. Such potential increase in defects, which could result in an increase in potential liability, may adversely affect the Company’s financial results,Recent ~~prospects~~Sales ~~and~~of ~~overall~~Unregistered ~~condition~~Sales asof aEquity ~~company~~Securities. In addition, negative publicity concerning any defects could make it more substantially more difficult for the company to attract and maintain customers to purchase its products. As a result, the Company’s financial results, prospects and overall condition as a company may be adversely affected.

~~The offering price of the Shares has been arbitrarily determined by the Company and such offering should not be used by an investor as an indicator of the fair market value of the Shares~~None.

~~Currently~~Stock Issued ~~there is no public market~~ for ~~the Company’s common stock~~Services. The offering price for the Shares has been arbitrarily determined by the Company and does not necessarily bear any direct relationship to the assets, operations, book or other established criteria of value of the Company. Thus an investor should be aware that the offering price does not reflect the fair market price of the Shares. Investors in the offering may experience immediate dilution of the value of their shares. Purchasers of the Shares may experience immediate dilution in the value of their Shares. Dilution represents the difference between the initial public offering price per share paid by investors ($0.15) and the net tangible book value per share immediately after completion of the offering. Net tangible book value per share is the net tangible assets of The Company (total assets less total liabilities less intangible assets), divided by the number of shares of common stock outstanding. Thus if at some other time, shares had been sold by The Company at a price less than the $0.15 paid by purchasers of the Shares, then the value of such Shares immediately after such purchase would be less than $0.15 paid by investors in this offering.

~~The~~On February ~~concurrent~~27, ~~sales~~2023, ~~of shares by~~ the Company ~~and~~issued ~~the~~7,500,000 ~~selling~~shares ~~shareholders~~to ~~may~~a ~~make~~consultant ~~sales~~as bycompensation ~~either~~for ~~more~~accounting ~~difficult~~services rendered.

~~Concurrent~~On February ~~with~~27, ~~the~~2023, ~~offering of~~ the ~~Shares by the~~ Company, ~~the~~issued ~~selling shareholders are registering 67~~15,~~318~~000,~~500~~000 shares ofto ~~common~~a ~~stock~~consultant ~~which shares will be sold at $0.15 per share until such time~~ as ~~the~~compensation ~~shares are accepted~~ for ~~quotation~~legal onservices ~~a national stock exchange~~rendered. For whatever reason, a purchaser may determine not to purchase shares from the Company but from one or more of the selling shareholders. In addition, the sale of the Shares by the Company may have an adverse impact on the sale of their shares by the selling shareholders.

~~Forward~~The Company recorded $9,000 as compensation expense for the 22,500,000 shares issued to third-~~Looking~~party ~~Statements~~consultants, which was the fair value of the shares on the date of issuance.

~~This~~The Company ~~prospectus~~relied ~~contains,~~upon inSection ~~addition~~4(2) ~~to historical information, certain information, assumptions~~ and ~~discussions that may constitute forward-looking statements. Such statements are subject to certain risks and uncertainties which could cause actual results to differ materially than those projected~~ /or ~~anticipated.~~Regulation ~~Actual~~D ~~results~~of ~~could differ materially from those projected in~~ the ~~forward-looking~~Securities ~~statements.~~Act ~~Although~~of ~~the~~1933, ~~Company~~as ~~believes its assumptions underlying the forward-looking statements are reasonable~~amended, ~~the~~for ~~Company cannot assure an investor that~~ the ~~forward-looking~~issuance ~~statements~~of ~~set~~these ~~out in this prospectus will prove to be accurate~~securities. No ~~The~~commissions ~~Company’s~~were ~~businesses can~~paid beregarding ~~affected~~the ~~by,~~share ~~without limitation~~issuance, ~~such~~and ~~things~~the asshare ~~natural~~certificates ~~disasters,~~were ~~economic trends~~issued, ~~international strife~~ or ~~upheavals,~~“book ~~consumer demand patterns~~entry,” ~~labor~~with ~~relations,~~a ~~existing~~Rule 144 ~~and~~restrictive ~~new competition, consolidation, and growth patterns within the industries in which the Company competes and any deterioration in the economy may individually or in combination impact future results~~legend.

~~USE~~Purchases of OFEquity ~~PROCEEDS~~Securities by the Issuer and Affiliated Purchasers.

~~The Company will receive proceeds from the sale of the Shares assuming the sale of any Shares in the offering is concluded~~None. The Company does not know how many Shares may be sold or the aggregate amount of proceeds it may receive from sales. The Company anticipates that it will use the proceeds from the sale of any of the Shares as discussed below. If less than the maximum number of Shares offered is sold and less than the maximum proceeds are received, the Company anticipates that the use of proceeds will be accordingly reduced.

Holders

There are approximately 41 active holders of the Company’s Common Stock. This figure does not include holders of shares registered in “street name” or persons, partnerships, associates, corporations, or other entities identified in security position listings maintained by depositories.

Dividends

We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to increase our working capital, and do not anticipate paying any cash dividends in the foreseeable future

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

For a description of our significant accounting policies and an understanding of the significant factors that influenced our performance during the year ended December 31, 2024, this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (hereafter referred to as “MD&A”) should be read in conjunction with the consolidated financial statements, including the related notes, appearing in Part II, Item 8 of this Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (this “Form 10-K”).

The following discussion includes forward-looking statements. Please refer to the Forward-Looking Statements section of this Form 10-K for important information about these types of statements.

The Company is seeking an underwriter, broker-dealer or selling agent to sell the Shares. The Company has not entered into any arrangements with any underwriter, broker-dealer or selling agent as of the date of this prospectus. At the time of this prospectus, the Company has not located a broker-dealer or selling agent to sell the Shares. The Company does not know if and when it will be able to locate any such broker-dealer or selling agent. While it is seeking a broker-dealer or selling agent to sell the Shares, the Company, through its officers and directors, will offer the Shares to current shareholders as well as contacts. Based on the foregoing, theCritical ~~Company~~Accounting isPolicies ~~estimating that probably at least 50% of the sale of the Shares will be made by officers~~ and directors of Company before the Company can locate, negotiate and finalize any arrangement with any underwriter. Officers and directors will not receive any commissions for any sales of the Shares. Any commissions paid to any broker-dealer, underwriter or selling agent will reduce the net proceeds to the Company from the sale of Shares offered by the Company.Estimates

~~Discussion~~Use of Estimates – We have made several estimates and assumptions relating to the reporting of ~~Use~~assets and liabilities and the disclosure of ~~Proceeds~~contingent ~~Items~~assets and liabilities to prepare our consolidated financial statements, included in Item 8 of this Annual Report on Form 10-K, in accordance with generally accepted accounting principles in the United States. These estimates have a significant impact on our valuation and reserve accounts relating to the allowance for sales returns and allowances, doubtful accounts, inventory reserves and deferred income taxes. Actual results could differ from these estimates. A complete listing of our accounting policies is under Item 8, Note 3, Summary of Significant Accounting Policies.

Currently, the Company anticipates using all proceeds (up to $2,400,000, before commissions payable to broker-dealers or selling agents) raised in the offering from the sale of Shares held by the Company (16,000,000 shares) for general corporate purposes and day-to-day operational expenses, including working capital, general and administration expenses. The Company also plans to hire additional personnel and offer competitive salaries, bonuses and benefits to its employees.Overview

~~DETERMINATION~~We are OFan ~~OFFERING~~operating ~~PRICE~~company that has experienced losses since our inception. Our sources of cash to date have been capital invested by shareholders, officers, and venture capital investors/lenders.

~~There is no public market for~~ During the ~~Company’s~~1st ~~common~~quarter ~~stock~~of ~~and the price at which the Shares are being offered has been arbitrarily determined by the Company based on the Company’s belief in its internal projections~~2019, ~~anticipated~~Powerdyne ~~growth and market potential. This price does not necessarily bear any direct relationship to the assets~~International, operations, book or other established criteria of value of the Company but represents solely the opinion of management that the Company will develop all or a portion of its business plan and will develop a market valueInc. ~~Although~~purchased aseveral ~~development-stage~~cryptocurrency ~~company,~~miners ~~the Company has spent considerable time~~ and ~~effort~~began ~~in developing~~mining ~~its~~certain ~~business plan~~cryptocurrency coins. ~~The~~ ~~Company~~This ~~believes~~was ~~that its product unit and its capabilities are unique factors that will allow the Company~~ to ~~succeed~~conservatively ~~upon~~enter the ~~raising~~crypto ofmarkets ~~capital~~and inexplore ~~this~~other ~~offering. The Company has based its $0.15 per share offering price on what it views as the~~ potential ~~future~~revenue-producing ~~value~~opportunities offor ~~its products~~Powerdyne International, ~~its operating and management strategy, and the anticipated growth of the Company~~Inc.

~~DIVIDEND~~Governmental Regulations ~~POLICY~~Regarding Cryptocurrency

The United ~~Company~~States ~~does~~federal ~~not~~government ~~anticipate~~is ~~that~~actively itconsidering ~~will~~government ~~declare~~regulation ~~dividends~~of inblock chain and crypto via several agencies (including the ~~foreseeable~~U.S. ~~future~~Securities ~~but~~and ~~rather~~Exchange ~~intends~~Commission to(the ~~use~~“SEC”), ~~any~~the ~~future~~U.S. ~~earnings~~Commodities ~~for~~Future Trading Commission (“CFTC”), Federal Trade Commission (“FTC”), and the ~~development~~Financial Crimes Enforcement Network (“FinCEN”) of ~~its~~the U.S. Department of the Treasury) and in other countries. Other regulatory bodies are governmental or semi-governmental and have shown an interest in regulating or investigating companies engaged in the blockchain business (NASDAQ, NYSE, FINRA, state securities commissions).

~~DILUTION~~Blockchain and cryptocurrency regulations are in a nascent stage, with agencies investigating businesses and their practices, gathering information, and attempting to understand the risks and uncertainties to protect investors in these businesses. Regulations will likely increase, in many cases, although it is currently not possible to determine how they will improve, how they will apply to the Company’s businesses, or when they will take effect. Various bills have also been proposed in Congress for adoption related to the Company’s business, which may be adopted and have an impact on it. As the regulatory and legal environment evolves, the Company may become subject to new laws and additional regulations by the SEC and other relevant agencies. However, the Company is not currently trading in digital assets and has no intention of doing so. During the second quarter of 2023, the Company disposed of all of its cryptocurrency assets and closed its wallet (or account) at a nominal loss.

Purchasers of the Shares may experience immediate dilution in the value of their shares of common stock. Purchasers in this offering will pay $0.15 per share but immediately after purchase the value of those Shares will be reduced. Dilution represents the difference between the initial public offering price per share paid by purchasers and the net tangible book value per share immediately after completion of the offering. Net tangible book value per share is the net tangible assets of the Investment Company ~~(total~~Act ~~assets less total liabilities less intangible assets), divided by the number~~ of ~~shares of common stock outstanding.~~1940

~~CONCURRENT~~Although we ~~SALES~~will be subject to regulation under the Securities Act of 1933, as amended, and the 1934 Act, we believe we will not be subject to regulation under the Investment Company Act of 1940 (the “1940 Act”) insofar as we will not be engaged in the business of investing or trading in securities. We have no intent to continue to engage in the business of buying and selling digital assets. In the event we engage in such business that results in us holding passive investment interests in digital assets, we could be subject to regulation under the 1940 Act. In such an event, we would be required to register as an investment company and incur significant registration and compliance costs. We have not obtained a formal determination from the SEC regarding our status under the 1940 Act. Consequently, any violation of the 1940 Act would subject us to material adverse consequences. We believe that we are currently exempt under Regulation 3a-2 of the 1940 Act.

~~This~~The value ~~prospectus~~of ~~also relates to~~ the ~~sale~~Cryptocurrency ofheld ~~67,318,500~~by ~~outstanding shares of~~ the Company’s ~~common~~is ~~stock~~determined by the ~~holders~~price of ~~those~~the ~~shares. The~~Cryptocurrency ~~selling~~as ~~shareholders~~set ~~will~~forth ~~offer~~by ~~their~~Bittrex, ~~shares~~Inc., ~~for~~a ~~sale~~U.S. cryptocurrency atplatform, anas ~~offering price~~ of ~~$0.15~~the ~~per~~last ~~share~~day ~~until~~of ~~such~~each ~~time~~of as the Company'’s ~~common~~financial ~~stock is listed on a national securities exchange after which time such selling shareholders may sell their shares at prevailing market or privately negotiated prices~~quarters. ~~Usual~~In ~~and~~the ~~customary~~event orthat ~~specifically negotiated brokerage fees or commissions may be paid by~~ the ~~selling~~value ~~shareholders in connection with sales~~ of the ~~common stock. The selling shareholders may from time to time offer~~Company’s ~~their~~Cryptocurrency ~~shares~~holdings ~~through~~exceeds ~~underwriters,~~forty ~~brokers-dealers,~~percent ~~agents~~(40%) ~~or other intermediaries. The distribution~~ of the ~~common~~Company’s ~~stock~~total byassets, the ~~selling~~Company ~~shareholders~~intends ~~may~~to besell ~~effected in one or more transactions~~ that ~~may~~amount ~~take place through customary brokerage channels, in privately negotiated sales; by a combination~~ of ~~these~~its Cryptocurrencies ~~methods;~~that orwill byallow ~~other~~the ~~means. The~~ Company ~~will~~to ~~not~~remain ~~receive~~exempt ~~any~~under ~~portion~~Regulation or3a-2 ~~percentage~~ of ~~any of~~ the ~~proceeds~~1940 ~~from the sale of the Selling Shareholders’ Shares~~Act.”

~~PLAN~~As of OFthe ~~DISTRIBUTION~~year ended December 31, 2022, Powerdyne has stopped the mining of Sia coin and any crypto currency due to the lack of productivity of its crypto miners. During the second quarter of 2023, the Company disposed of all of its crypto currency assets and closed its wallet (or account) at a nominal loss.

As of the date of this prospectus, the Company has not entered into any arrangements with any underwriter, broker-dealer or selling agent for the sale of the Shares. The Company intends to attempt to locate an underwriter or broker-dealer or selling agent to sell the Shares. Some Shares may be sold by certain officers and directors of the Company, none of whom will receive any commission or compensation for the sale of the Shares. The Company has no arrangements nor has entered into any agreement with any underwriters, broker-dealer or selling agents for the sale of the Shares. The executive officers and directors of the Company will be offering the Shares for sale without commission or payment. The offering will be presented by the Company primarily through mail, telephone, electronic transmission and direct meetings in those states in which it has registered the Shares.

~~There~~New Operating isBusiness: no minimum of any Shares that must be sold by the Company before the offering can be closed or the funds can be utilized. The Company, at its sole discretion, may have additional closings thereafter from time to time during the offering period. The maximum number of Shares that can be sold pursuant to the terms of this offering is 83,318,500.

On March 6, 2022, pursuant to a Securities Purchase Agreement (the “SPA”), Powerdyne International, Inc. (the “Company”), acquired 100% of the issued and outstanding membership interests of Creative Motion Technology, LLC, a Massachusetts limited liability company (the “Membership Interest”). The Company ~~intends~~continues to ~~maintain~~grow its business as customer demand continues to increase. The Membership Interest was owned by Mr. James F. O’Rourke, the ~~currency~~principal owner and ~~accuracy~~sole director and officer of ~~this~~the ~~prospectus~~Company. ~~and~~The purchase toprice ~~sell~~paid by the ~~Shares~~Company ~~for~~was a2,000,000 ~~period~~shares of upits Series A Preferred Stock valued at $1,500,000. The Series A Preferred Stock shall be entitled to ~~two~~have one thousand (21,000) ~~years,~~votes ~~unless~~per ~~earlier~~one ~~completely~~(1) ~~sold~~share, at each meeting of stockholders of the Corporation (or pursuant to ~~Rule~~any ~~415~~action by written consent) with respect to any and all matters presented to the stockholders of the ~~General~~Corporation ~~Rules~~for ~~and~~their action ~~Regulations~~or consideration. The holders of Series A Preferred Stock shall vote together with the ~~Securities~~holders ~~and~~of ~~Exchange~~Common ~~Commission~~Stock as a single class.

~~Pursuant to the provisions~~ Results of ~~Rule~~Operations 3a4-1 of the Securities Exchange Act of 1934, none of the officers or directors offering the Shares is considered to be a broker of such securities as (i) no officer or director is subject to any statutory disqualification, (ii) no officer or director is nor will be compensated by commissions for sales of the securities, (iii) no officer or director is associated with a broker or dealer, (iv) all officers and directors are primarily employed on behalf of the Company in substantial duties and (v) no officer or director participates in offering and selling securities more than once every 12 months.

The Year ~~offering~~Ended ~~will~~December ~~terminate~~31, 242024, ~~months~~compared ~~following~~to the ~~date~~Year ofEnded ~~this~~December ~~prospectus~~31, ~~unless earlier closed~~2023.

~~Resales~~We generated product revenue of $1,251,545 during the ~~Securities~~year ~~under~~ended ~~State~~December ~~Securities~~31, ~~Laws~~2024, compared to $1,452,950 for the comparative year ended December 31, 2023. The decrease in revenues is due to lower demand from the 2024 election year, where most of the decline is attributable to slower sales at CM Tech. CM Tech is a motor manufacturer that is primarily used in industrial robotics for the semiconductor manufacturing industry. All of CM Tech’s product revenue is generated from the sale of their motors. Frame One provides custom framing to local schools, colleges, artist guilds, artists, interior decorators, interior decorators / designers, museums, photographers, art galleries and theaters.

~~The~~Cost of ~~National~~revenues ~~Securities~~decreased ~~Market~~approximately ~~Improvement~~13% ~~Act~~consistent ofwith ~~1996~~the ~~("NSMIA")~~decrease ~~limits~~in ~~the~~revenues. ~~authority~~Cost of ~~states~~revenues toconsists ~~impose~~of ~~restrictions~~materials ~~upon resales~~ of ~~securities~~approximately $496,903; ~~made~~payroll ~~pursuant to Sections 4(1)~~ and ~~4(3)~~payroll oftaxes ~~the Securities Act~~ of ~~companies~~approximately ~~which~~$280,247 ~~file~~and ~~reports~~the ~~under~~balance ~~Sections~~to 13shipping orand ~~15(d)~~freight of ~~the~~approximately ~~Securities~~$4,604 ~~Exchange~~and ~~Act. Resales~~other miscellaneous ofcost ~~the~~allocations. ~~Shares~~Gross inprofit ~~the~~for ~~secondary market will be made pursuant to Section 4(1) of~~ the ~~Securities~~year ~~Act~~ended ~~(sales~~December ~~other~~31, ~~than~~2024, byis ~~an issuer~~$365,757 ~~underwriter~~with ora ~~broker). The~~gross ~~resale~~profit percentage of ~~such~~29.23% and ~~Shares~~is ~~may~~expected ~~be subject~~ to ~~the~~be ~~holding~~maintained ~~period~~in ~~and~~a ~~other~~range ~~requirements~~ of ~~Rule~~29% ~~144~~to of35% ~~the~~for ~~General~~product ~~Rules~~revenue ~~and Regulations of the Securities and Exchange Commission~~sold.

~~Selling~~During the ~~Shareholders~~year ended December 31, 2024, total operating expenses increased 5.9% to $545,335 from $515,000 compared to the year ended December 31, 2023. The increase in operating expenses is due to the change in the Company’s auditor for the 2023-year end. In 2024, operating expenses consisted of employee salaries of approximately $130,000; health insurance of $27,212, rent expense of $59,000, legal and accounting for $72,000, and consultants for $44,000. The balance of remaining operating expenses are made up of various miscellaneous charges such as workers’ compensation, office supplies, computer expenses, etc.

~~The Selling Shareholder Shares will be offered at an offering price of $0.15 per share until such time as the Company's common stock is listed on~~ As a ~~national~~result securities exchange after which time such selling shareholders may sell their shares at prevailing market or privately negotiated prices and may be offered from time to time through underwriters, brokers, dealers, agents or other intermediaries. The distribution of the ~~Selling Shareholder Shares may be effected in one or more transactions that may take place through customary brokerage channels~~foregoing, inwe ~~privately-negotiated~~recognized ~~sales, by~~ a ~~combination~~net loss of ~~these methods or by other means. Transactions occurring after the stock is listed on a national exchange~~$179,497 ~~if at all, will be made at market prices prevailing at the time of sale. Usual~~ and customary or specifically negotiated brokerage fees or commissions may be paid by the selling shareholders in connection with sales of the Shares. The Company will not receive any portion or percentage of any of the proceeds from the sale of the Selling Shareholders' Shares. Of the 67$84,~~318,500~~173 ~~Selling Shareholder Shares included~~ in ~~the~~2024 ~~registration~~and ~~statement of which this prospectus is a part 27~~2023,~~208,500~~ ~~Selling Shareholder Shares are held by officers, affiliates or directors of the Company~~respectively.

~~DESCRIPTION~~Liquidity and OFCapital ~~SECURITIES~~Resources

~~Capitalization~~As of December 31, 2024, and 2023, we had working capital deficits of $253,545 and $74,057, respectively. We historically have satisfied our liquidity requirements through cash generated from operations, subordinated related party promissory notes and issuance of equity securities. The majority of our financing of operations comes from our CEO and the majority owner. We expect that as our revenues increase, our cash flow from operations and working capital positions will continue to improve. A summary of our cash flows resulting from our operating, investing, and financing activities for the years ended December 31, 2024, and 2023 were as follows:

The Company is authorized to issue 300,000,000 shares of common stock, par value $0.0001, of which 205,000,000 shares were outstanding as of the date of the registration statement, of which this prospectus is a part. The Company is also authorized to issue 20,000,000 share of preferred stock, par value $0.0001, of which no shares were outstanding as of the date of the registration statement, of which this prospectus is a part.

	Year Ended December 31,
	2024			2023

Operating activities	$	(203,925	)	$	35,042	)
Investing activities	$	-		$	-
Financing activities	$	165,500		$	15,000	)

The following statements relating to the capital stock set forth the material terms of the securities of the Company, however, reference is made to the more detailed provisions of, and such statements are qualified in their entirety by reference to, the certificate of incorporation and the by-laws, copies of which are filed as exhibits to this registration statement.

Common Stock

The Company is registering up to 83,318,500 shares of its common stock for sale to the public at a price of $0.15 per Share.

Holders of shares of common stock are entitled to one vote for each share on all matters to be voted on by the stockholders. In addition to any vote required by law, the consent of at least a majority of the holders of the then-outstanding shares of common stock is required to (i) redeem, purchase or otherwise acquire any share of common stock, (ii) increase or decrease (other than by redemption or conversion) the total number of authorized shares of common stock; or (iii) amend the certificate of incorporation of the Company if such amendment would change any of the rights, preferences or privileges of the common stock. Holders of common stock do not have cumulative voting rights.

~~Subject~~Cash used toby ~~preferences~~operating ~~that~~activities ~~may~~increased ~~be applicable~~ to ~~any~~$203,925 ~~outstanding~~during ~~shares of preferred stock~~2024, ~~the~~as ~~holders~~compared ~~of common stock are entitled~~ to ~~share ratably in dividends~~$35,042 ifcash ~~any,~~flow ~~as may be declared~~ from ~~time~~operations toin ~~time by~~ the ~~board~~prior ~~of directors in its discretion from funds legally available therefor~~year. In ~~the~~The increase ~~event~~was ofprimarily adue ~~liquidation, dissolution or winding up, subject~~ to ~~the~~a ~~rights~~decrease ofin ~~the~~revenues ~~shares~~for ~~of preferred stock,~~ the ~~holders~~year ofended ~~common~~2024 ~~stock~~compared ~~are entitled~~ to ~~share pro rata all assets remaining after payment in full of all liabilities~~2023. ~~All of the outstanding shares of common stock are fully paid and non-assessable.~~

~~Holders~~Cash provided ofby ~~common~~financing ~~stock~~activities ~~have~~was no$165,500 ~~preemptive~~during ~~rights~~2024, as compared to ~~purchase~~$15,000 in the ~~Company’s~~prior ~~common stock~~year. ~~There~~The ~~are~~Company noobtained ~~conversion~~a orline ~~redemption~~of ~~rights~~credit from ora ~~sinking~~local ~~fund~~bank ~~provisions~~to assist with ~~respect~~funding our losses due to the ~~common~~slow ~~stock.~~economic ~~The~~activity ~~Company~~in ~~may~~2024 ~~issue~~because ~~additional~~of ~~shares~~the ofelection ~~common~~in ~~stock~~2024. ~~which~~In ~~could~~2024, our ~~dilute~~CEO ~~its~~funded ~~current~~the ~~shareholder's~~required ~~share~~working ~~value~~capital deficit for our operations.

~~Preferred~~We believe ~~Stock~~that funds generated from operations, existing cash balances and, if necessary, related party short-term loans, are likely to be sufficient to finance our working capital and capital expenditure requirements for the foreseeable future. We have and continue to receive financing in the form of loans from our CEO and / or third-party financing in the form of debt or equity to provide our required working capital. Our ability to meet our obligations and continue to operate as a going concern is highly dependent on our ability to obtain additional financing. We cannot predict whether this additional financing will be in the form of equity or debt. The financing for these goals could come from further equity financing or could come from sales of securities and /or loans. If we are not successful in generating sufficient liquidity from operations or in raising sufficient capital resources, on terms acceptable to us, this could have a material adverse effect on our business, results of operations liquidity and financial condition.

Shares of preferred stock may be issued from time to time in one or more series as may be determined by the board of directors. The board of directors may fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof without any further vote or action by the stockholders of the Company, except that no holder of preferred stock shall have preemptive rights. Any shares of preferred stock so issued would have priority over the common stock with respect to dividend or liquidation rights. Any future issuance of preferred stock may have the effect of delaying, deferring or preventing a change in control of the Company without further action by the stockholders and may adversely affect the voting and other rights of the holders of common stock.Reclassifications

AtCertain amounts ~~present,~~in the ~~Company~~prior ~~has~~period nohave ~~plans~~been toreclassified ~~issue any preferred stock or adopt any series, preferences or other classification of preferred stock. The issuance of shares of preferred stock, or the issuance of rights~~ to ~~purchase~~conform ~~such shares, could be used~~ to ~~discourage an unsolicited acquisition proposal. For instance,~~ the ~~issuance~~current ofperiod a series of preferred stock might impede a business combination by including class voting rights that would enable the holder to block such a transaction, or facilitate a business combination by including voting rights that would provide a required percentage vote of the stockholderspresentation. InThese ~~addition,~~reclassifications ~~under~~have ~~certain~~no ~~circumstances, the~~material ~~issuance~~effect ofon ~~preferred stock could adversely affect~~ the ~~voting~~reported ~~power~~financial ~~of the holders of the common stock~~results.

Although the Company’s board of directors is required to make any determination to issue such preferred stock based on its judgment as to the best interests of the stockholders of the Company, the board of directors could act in a manner that would discourage an acquisition attempt or other transaction that some, or a majority, of the stockholders might believe to be in their best interests or in which stockholders might receive a premium for their stock over the then market price of such stock. The board of directors does not at present intend to seek stockholder approval prior to any issuance of currently authorized stock, unless otherwise required by law or otherwise.Inflation

~~Admission~~In the toopinion ~~Quotation~~of management, inflation has not and will not have a material effect on our operations in the ~~OTC~~immediate ~~Bulletin~~future. ~~Board~~However, any substantial supply side price increases will be shared with our customers.

IfManagement will ~~the~~continue ~~Company meets the qualifications, it intends~~ to ~~apply~~monitor ~~for~~inflation ~~quotation~~and ofevaluate ~~its securities on~~ the ~~OTC~~possible ~~Bulletin~~future ~~Board. The~~effects ~~OTC Bulletin Board differs from national and regional stock exchanges in that it (1) is not situated in a single location but operates through communication~~ of ~~bids,~~inflation offers and confirmations between broker-dealers and (2) securities admitted to quotation are offered by one or more broker-dealers rather than the "specialist" common to stock exchanges. To qualify for quotation on ~~the~~our ~~OTC~~business ~~Bulletin Board, an equity security must have one registered broker-dealer, known as the market maker, willing to list bid or sale quotations~~ and ~~to sponsor the company listing~~operations. ~~In addition, the Company must make available adequate current public information as required by applicable rules and regulations.~~

InOff-Balance Sheet certain cases the Company may elect to have its securities initially quoted in the Pink Sheets published by Pink OTC Markets Inc. In general there is greater liquidity for traded securities on the OTC Bulletin Board, and less through quotation on the Pink Sheets. It is not possible to predict where, if at all, the securities of the Company will be traded following the effectiveness of this registration statement.Arrangements

~~Transfer~~We had ~~Agent~~no material off-balance sheet arrangements that have, or are likely to have, a current or future material effect on our operations.

ItRecent Accounting ~~is anticipated that Globex Transfer, LLC of Deltona, Florida will act as transfer agent for the common stock of the Company.~~Pronouncements

Refer to Note 1 of our year ended December 31, 2024, consolidated financial statements for recent accounting pronouncements.

Results of Operations - The nine months ended September 30, 2025, compared to the nine months ended September 30, 2024:

Revenues

During the nine months ended September 30, 2025, we generated $872,135 in revenue, and during the nine months ended September 30, 2024, we generated $867,016 in revenue. Revenues increase by approximately $5,119 mostly in the second three months of 2025.

~~Penny~~CM Tech ~~Stock~~generated ~~Regulation~~$588,464 (nine months – September 30, 2024 - $588,464) in revenues during the nine months ended September 30, 2025, and Frame One generated $278,552 (nine months – September 30, 2024 - $278,552) in revenues during the same period ending.

Penny stocks generally are equity securities with a price of less than $5.00 per share other than securities registered on national securities exchanges or listed on the Nasdaq Stock Market, provided that current price and volume information with respect to transactions in such securities are provided by the exchange or system. The penny stock rules impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 together with their spouse). For transactions covered by theseCost ~~rules, the broker-dealer must make a special suitability determination for the purchase~~ of such securities and have received the purchaser's written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the transaction, of a disclosure schedule prescribed by the SEC relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements must be sent disclosing recent price information on the limited market in penny stocks. Because of these penny stock rules, broker-dealers may be restricted in their ability to sell the Company’s common stock. The foregoing required penny stock restrictions will not apply to the Company’s common stock if such stock reaches and maintains a market price of $5.00 per share or greater.Revenues

~~Dividends~~During the nine months ended September 30, 2025, we incurred $688,807 in cost of revenues, and during the nine months ended September 30, 2024, we incurred $641,393 in cost of revenues. The increase in cost of revenues was relatively consistent with the increase in revenue during the nine months ended September 30, 2025.

The Company has not paid any dividends to date. The Company intends to employ all available funds for the growth and development of its business, and accordingly, does not intend to declare or pay any dividends in the foreseeable future.Gross Profit

~~THE~~During the ~~BUSINESS~~nine months ended September 30, 2025, we generated $203,328 in gross profits, and during the nine months ended September 30, 2024, we generated $225,624 in gross profit.

~~Background~~Operating expenses

~~The~~During the ~~Company~~nine ismonths aended ~~development~~September ~~stage~~30, ~~company~~2025, ~~and~~total ~~has no~~ operating ~~history~~expenses ~~and~~increased ~~has~~to ~~experienced~~$435,022 ~~losses~~from ~~since~~$331,841 ~~its~~for ~~inception. The Company’s independent auditors have issued a report questioning~~ the ~~Company’s~~nine ~~ability~~months toended ~~continue~~September 30, ~~as a going concern~~2024.

~~The idea for using an air cooled radial engine to drive a generator posed operating difficulties due to~~ For the ~~fact~~nine ~~that~~months ~~the~~ended ~~engine~~September ~~was~~30, ~~not designed to run on gaseous fuels. Therefore~~2025, ~~a completely new system for delivering a gaseous fuel to~~ the ~~engine~~Company had ~~to be invented and developed. The Company has pioneered~~ a ~~new~~net ~~system~~loss ~~that is capable~~ of ~~delivering~~$231,694 ~~the gaseous fuel to the engine. Further testing~~ and ~~modifications~~for ~~have~~September ~~produced~~30, ~~a solid state unit that efficiently delivers the fuel to the engine~~2024, ~~resulting~~there inwas a ~~strong~~loss ~~and~~of ~~reliable engine that can operate on any gaseous fuel with a sustained engine life and maximum horsepower~~$106,217, respectively.

The initial deployment concept of the business is focused large niche markets where the existing production of electricity comes at a very high cost. The Company’s ability to generate this electricity so efficiently with its product unit, at a reasonable cost, is as a result of the efficiencies of the Company’s prime mover (engine) Liquidity and ~~the~~Capital ~~other components of the system.~~Resources

~~The~~As of ~~Company~~September ~~intends~~30, to2025, ~~market~~ and ~~distribute~~December ~~its~~31, ~~products worldwide. However~~2024, ~~initially~~we ~~the~~had ~~Company~~working ~~has~~capital ~~directed~~deficits ~~its plan~~ of ~~initial~~$485,238 ~~operations~~ and ~~market entry to the State of Alaska~~$253,543, ~~the Commonwealth of Puerto Rico and the nation of the Dominican Republic~~respectively.

~~Summary~~For the nine months ended September 30, 2025, we had a $14,304 decrease in cash from the year-ended December 31, 2024. During the comparative nine months ended September 30, 2024, we had a $41,482 decrease.

The Company plans to manufacture, install, maintain, own and operate patented portable electrical power equipment. The Company plans to manufacture portable electrical power equipment intended to be installed at client locations. The Company owns, maintains and leases the equipment to the customer who uses it to produce its own supplemental electrical power. The Company’s products are intended to be portable, easy-to-use units that can be conveniently redeployed in various locations around the world. The Company’s units can also be assembled and combined to produce power centers providing up to 50 megawatts of power.

	For the nine			For the nine
	months ended			months ended
	September 30, 2024			September 30, 2024
Operating Activities		(187,300	)		(112,236	)
Investing Activities		-			-
Financing Activities		172,996			70,754

AsThe tariff ituncertainty ~~intends~~has toslowed ~~provide~~collections ~~remote,~~from ~~independent~~our ~~and~~largest ~~cost~~clients ~~efficient~~and ~~primary~~sales ~~electrical~~orders. ~~power~~We ~~generating~~have ~~systems,~~offset ~~the~~this ~~Company’s~~slowdown ~~potential~~in ~~customers~~cash ~~include~~flow afrom ~~variety~~operations by ofutilizing ~~small~~our ~~independent~~line ~~utility~~of ~~companies~~credit, ~~mining~~obtaining ~~operations,~~financing ~~manufacturing~~from ~~centers,~~related parties and ~~commercial~~by ~~enterprises~~seeking ~~worldwide~~third party financing. The Company ~~plans~~has toadded new ~~build~~customers ~~portable~~that ~~generator~~will ~~equipment~~commence ~~specific~~orders toin ~~client~~early ~~specifications~~2026 and ~~thereafter~~is ~~independently~~working ~~generates~~to ~~electrical~~raise ~~power~~additional capital from third parties. The Company is working on identifying acquisition targets that itcan ~~sells~~increase tofuture ~~users~~cash flows.

The Company’s product unit is a self contained generator that uses a modified radial air cooled engine to drive a 1-megawatt generator. The entire unit, which runs on natural gas or propane, is compact, lightweight and clean burning. As a result, the unit produces extremely low emissions and is extremely energy-efficient.

~~The~~On May ~~basis~~30th, 2024, CM Technology, LLC (“CM Tech”) a wholly owned subsidiary of the Company’s ~~overall~~entered ~~business~~into isa ~~founded~~line onof ~~the~~credit ~~ability~~with a tofinancial ~~produce~~institution ~~electrical~~that ~~power~~has ~~using~~national ~~proprietary~~scope ~~technology~~through toone ~~make~~of ~~electricity~~their atlocal branches. The line of credit is for a ~~much~~maximum ~~lower~~of ~~cost~~$170,000 which ~~than~~is collateralized and has a security interest in the ~~existing~~deposit ~~means~~account or cash, inventories and trade accounts receivable of ~~producing~~CM orTech and ~~providing~~is ~~primary~~due ~~electric~~and ~~power~~payable on demand. Our CEO has personally guaranteed the line of credit. The Company ~~expects~~paid ~~that~~a ~~the~~$450 ~~difference~~documentation ~~between~~fee. ~~its~~On March ~~cost~~12, 2025, CM Tech was approved for an additional increase in the line of credit to ~~produce~~$200,000. ~~electrical~~The ~~power~~additional ~~and~~increase in the ~~current~~line of ~~billing~~credit ~~rate~~does not change any terms from the original agreement as of ~~existing~~May ~~local~~30th, ~~utility~~2024. ~~providers~~As ~~presents~~of aSeptember ~~sizable~~30, ~~cost~~2025, ~~savings~~the ~~for~~Company ~~customers~~has ~~and~~drawn $215,950 ~~revenue~~to ~~opportunity~~finance ~~for~~working capital. The Company is not in default on the line of credit. The Company accrues monthly interest on outstanding balances at 2.5% plus the prime interest rate.

~~The~~As of ~~Business:~~September ~~Power~~30, ~~Generation~~2025, CM Tech has cash of $22,589, trade accounts receivable at $89,478 and ~~Supply~~inventories of $35,815 collateralized against the line of credit creating a security interest.

~~The~~On June ~~Company~~23, is2025, inPowerdyne ~~the~~International ~~business~~Inc. of(“Powerdyne ~~producing~~International ~~and~~Inc.” ~~distributing~~or ~~primary~~the ~~and~~“Company”) ~~supplemental~~(OTCPK: ~~electrical~~PWDY) ~~power~~entered into ~~generation~~an ~~equipment~~investment agreement (the “~~gensets~~Agreement”) ~~under~~with ~~long~~GHS ~~term~~Investments, ~~master~~LLC ~~equipment~~(the ~~leases~~“Investor”), atwhereby athe ~~fixed~~Investor has ~~rate The~~agreed ~~Company~~to isinvest ~~not~~up anto ~~energy provider~~$10, ~~but will manufacture~~000,000 ~~install~~to ~~and~~purchase ~~maintain~~shares ~~its~~of ~~product~~our ~~(PDIGenset)~~common ~~(patent pending)~~stock. ~~Service~~ ~~and~~GHS ~~maintenance~~Investments ofLLC ~~the~~is ~~unit may be provided through~~ a ~~separate~~Nevada ~~subsidiary~~limited ofliability ~~the~~ company, with ~~which~~offices ~~may~~at be420 ~~formed~~Jericho inTurnpike, ~~the~~Suite ~~future~~102, atJericho, ~~the~~NY ~~Company’s~~11753 ~~election~~(the “Investor”).

~~The~~Subject to ~~basic~~the ~~business~~terms ~~concept~~and ~~also~~conditions ~~addresses~~of the ~~secondary~~Investment ~~market~~Agreement ofand ~~high~~Registration ~~altitude~~Agreement, ~~mining~~we ~~operations~~may, ~~and~~in ~~any~~our ~~other~~sole ~~primary~~discretion, ~~power~~deliver ~~needs~~a ~~for~~put ~~isolated~~notice to ~~locations~~the ~~such~~Investor aswhich ~~manufacturing~~states orthe ~~commercial~~dollar ~~users~~amount ~~that~~which ~~consume~~we ~~large~~intend ~~amounts~~to ofsell ~~electrical~~to ~~power~~the Investor on a certain date. The ~~Company~~amount ~~will~~that ~~build~~we ~~and~~shall ~~deliver~~be entitled ato ~~completely~~sell ~~packaged~~to ~~independent~~Investor ~~electrical~~shall ~~generation~~not ~~unit~~exceed two hundred percent (s200%) ~~for~~of ~~specific~~the ~~primary~~average ~~power~~daily ~~applications~~volume in(U.S. ~~remote~~market ~~locations~~only) orof ~~where~~the ~~independent~~common stock ~~power~~for ~~generation~~the ~~requirements~~ten ~~demand~~(10) atrading ~~reliable~~days ~~and~~prior ~~steady~~to ~~24/7~~the ~~source~~applicable ofnotice ~~electrical~~date ~~power.~~so ~~Unlike~~long ~~diesel~~as ~~driven~~such ~~generator~~amount ~~sets~~does ~~that~~not ~~have~~exceed a ~~narrowly~~calculated ~~defined~~dollar ~~performance~~amount per ~~envelope,~~every ~~the~~10 ~~PDIGenset~~days ~~outperforms~~of ~~traditional~~$500,000. ~~and~~The ~~diesel~~minimum ~~driven electrical~~amount ~~power~~shall ~~generation~~be ~~systems~~equal to $10,000.

~~All~~In connection ~~electrical~~with ~~generation~~the ~~equipment~~Agreement, ~~consists~~we ofalso ~~three~~entered ~~basic~~into ~~components:~~ a ~~generator,~~registration ~~electrical~~rights ~~control~~agreement ~~switchgear~~dated June 23, ~~and~~2025, awhereby ~~prime~~we ~~mover.~~agreed ~~Generators~~to ~~are~~file a Registration ~~shelf~~Statement ~~item~~on Form S-1 with the Securities and ~~ordered~~Exchange ~~from~~Commission ~~multiple~~within ~~manufacturers~~thirty ~~based~~(30) ondays of the ~~specifications~~date of the ~~end~~registration rights ~~user~~agreement and to have the Registration Statement declared effective by the Securities and Exchange Commission within ninety (90) days after we have filed the Registration Statement.

~~All~~Off-Balance Sheet ~~switchgear is custom made for each of the Company’s “gensets” to make the power dovetail with the existing power grid or user requirements.~~Arrangements

~~The~~We have ~~prime~~no ~~mover~~off-balance insheet ~~all~~arrangements ~~power~~that ~~generator~~are ~~systems~~reasonably islikely ~~the~~to ~~power~~have ~~source~~a ~~that~~current ~~turns~~or ~~the~~future ~~generator.~~effect Iton ~~can~~our befinancial ~~water-driven~~condition, ~~(as~~ changes in afinancial ~~hydroelectric dam)~~condition, ~~steam-driven~~revenues ~~(as~~or ~~in a turbine)~~expenses, ~~jet~~results ~~turbine-driven~~of operations, ~~diesel motor-driven~~liquidity, ~~wind-driven~~capital ~~turbine~~expenditures or ~~driven~~capital byresources ~~any~~that ~~other form of internal combustion engine. The efficiency of the prime mover~~ is ~~the~~deemed by ~~critical~~our ~~element~~management ofto ~~all~~be ~~electrical~~material ~~power~~to ~~generation equipment~~investors.

~~The~~Recent Accounting applications for all PDIGenset units is primary or supplemental electrical power generation on site using the Company’s specially modified and remanufactured engine (green technology). In addition, based on interchangeable component design, the Company’s products can operate in extreme operating conditions, such as frigid cold and at high altitudes. The PDIGenset conveniently fits inside a standard shipping container.Pronouncements

The Company will provide a viable alternative for local utilities to reduce the demand on the primary grid by using the Company’s equipment and power, therefore increasing the limits and capabilities of the primary grid. By opting to use the Company’s equipment, the customer solves several problems at once. First, the expensive and polluting diesel units are replaced with cost efficient, small, green gensets. Second, the customer’s cost to produce the electrical power is substantially reduced. Third, cost savings produce excess cash for the customer. Fourth, maintenance is provided exclusively by theRefer ~~Company, thereby allowing the customer~~ to ~~reduce~~Note ~~its~~3 ~~workforce. Fifth, the tank farms and all other diesel support equipment can be dismantled and removed from the sites. This concept is designed to dovetail with the power company’s plans~~ of ~~action~~our ~~currently~~condensed ~~envisioned~~consolidated ~~and~~financial ~~being~~statements ~~implemented by the local utilities. Sixth, excess generation capacity can be used to sell electricity to most regulated electrical utilities~~ for ~~positive~~recent ~~cash~~accounting ~~flow~~pronouncements.

~~The~~Change of ~~Market~~Accountants

~~The~~On January ~~Company’s market is global and the primary use of the PDIGenset is focused toward commercial~~16, ~~manufacturing and mining operations~~2024, ~~and~~BF ~~any~~Borgers ~~other~~CPA ~~existing~~PC ~~independent~~(“BF ~~power~~Borgers”) ~~generation~~was ~~application~~dismissed ~~that~~as ~~employs~~independent aregistered ~~diesel~~public ~~engine~~accounting tofirm ~~drive~~for a generator. Most mine operations, especially in South America, are over 5,000 feet above sea level and in remote locations. At these high altitudes several diesel engines are required to run a single generator whereas only one of the Company’s genset units would be needed to drive the same generator. The Company intends to lease power stations that allow customers to generate electricityPowerdyne ~~on a 24/7 basis and deliver that power~~International, ~~in concert with existing utility companies, into their existing grids~~Inc. ~~The~~ ~~PDIGenset is ideal for any large commercial user wherein electricity can be delivered at~~ (the ~~user’s location on a cost effective and reliable basis. The~~ “Company ~~believes that its unit outperforms any diesel driven generator set on initial cost, operating efficiency and performance~~”).

InOn January ~~smaller electrical generation locations throughout the world~~16, ~~the units currently in place are driven by a conventional diesel motor. In the past~~2024, the ~~diesels~~Company ~~were~~engaged ~~chosen~~Fortune ~~for~~CPA ~~two reasons: (1) they were widely available; and (2) diesel fuel was available and cheap~~Inc. ~~These~~ operational cost elements, in addition to the cost of the hardware, were simply passed on to the consumer. The inherent nature of diesel engines coupled with the high cost of diesel fuel made this type of pollution prone power generation system to be outmoded, expensive and a source of environmental pollution as ~~well as noise. Hence,~~ the Company’s ~~flagship~~ ~~product,~~independent ~~the~~registered ~~PDIGenset,~~public isaccounting ~~well-positioned~~firm ~~to provide an effective replacement solution~~ for the ~~needs~~fiscal year ofending ~~the~~December ~~marketplace~~31, 2023.

On April 10, 2024, Fortune CPA Inc.(“Fortune”) was dismissed as an independent registered public accounting firm for Powerdyne International, Inc.

On April 10, 2024, the Company engaged Olayinka Oyebola & Co. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.

On April 7, 2025, Olayinka Qyebola & Co was dismissed as an independent registered public accounting firm for Powerdyne International Inc.

On April 8, 2025, the Company engaged LOA Professionals as the Company’s independent registered accounting firm for Powerdyne International Inc.

In addition, extreme weather conditions, such as is found in the Alaskan environment with its harsh and extreme cold weather conditions, plague diesel operations and other liquid fuel equipment with many logistical and operational problems. Large tank farms with exposed piping and valves are needed to constantly feed the powerhouse generators. It is common to have the fuel thicken or to have the valves freeze, to a point where the diesel fuel will not flow. Compounding these issues, there are other problems associated with the quality of the fuel and any additives that may have been added. It is common in the winter to see teams withFINANCIAL ~~blowtorches~~STATEMENTS ~~thawing~~AND ~~the~~SUPPLEMENTARY valves and heating the pipes to get the fuel to start flowing. These dangerous practices are nonexistent with the PDIGenset. Tank farms age and leak therein polluting the ground and causing other long term environmental problems. Diesel exhaust is also a major atmospheric pollutant. For all of these reasons cited above, various jurisdictions (such as Alaska) mandate that diesel equipment be replaced and the tank farms dismantled.DATA

~~Pollution~~POWERDYNE INTERNATIONAL, ~~global warming, energy efficiencies, green technology and other industry parameters have begun to severely impact the nation and the planet~~INC. The ever increasing demand for electrical power worldwide necessitates an effective system that can meet these demands. The concept and demand for local independent electrical power generation is dramatically increasing and it is in this domain and market demand where the PDIGenset excels. In essence, the PDIGenset, with its ease-of-use, efficiency and performance characteristics, is an extremely viable option for almost any power market around the globe.

Entry of the Company into the Market

The Company initially plans to enter selected target markets, namely Alaska, Puerto Rico, the Dominican Republic, the Caribbean Basin and South America.

The Company is the process of negotiating contracts with prospective customers in Puerto Rico who have expressed interest in the Company’s gensets. The Company has negotiated and is formalizing agreements with a principal supplier of natural gas, has met with favorable reception from the territorial government and has plans to operate under the terms of a Power Purchase Agreement (PPA) as a private service provider to PREPA (Puerto Rico Electrical Power Authority) as well as to local private commercial customers. Once it has established its presence in Puerto Rico, the Company intends to expand to the Virgin Islands and the Dominican Republic. The Company’s focus will be toward augmenting the applications of the independent power utility companies in these markets.

The market focus for Alaska will be the southern territories and the Aleutian chain. The Company believes that these locations require isolated and independent power production. The entire State of Alaska is under a federal mandate to replace diesel driven generators and dismantle the diesel tank farms. The Company intends to work in concert with AVEC (Alaskan Village Electric Cooperative), Alaska Power Company, Kodiak Electrical Cooperative, and the other cooperatives in a phased program to replace diesel driven units with the Company’s propane or natural gas powered units.

Shortly thereafter, or in conjunction therewith, the Company plans to enter the South American mining market. There are many high altitude mining operations that require heavy power generation, and the Company believes that its product unit is an ideal solution for these companies and projects.

Products

To meet the demand for a reliable and powerful prime mover, the concept of using a radial air cooled direct drive motor was the obvious starting point for the Company’s research and development efforts. From there, new internal mechanical components, fuel delivery systems, and a highly advanced electrical component package have been designed, fabricated and tested to create an extremely efficient and powerful engine that has a 16,000 hour (minimum) performance capacity on gaseous fuels. The engine casing has been redesigned to operate in a multi-fuel capacity with natural gas being the most common application. The radial design allows for efficient operations with a very compact unit. As a result of the specialized fuel delivery system and special lubricants, the engine has full power capabilities up to 20,000 feet above sea-level without de-rating. The radial concept also provides immediate access to any section of the motor should an isolated adjustment or repair be needed. Other efficiencies of this type of motor include condensed configuration, weight benefits, rebuild/refit characteristics, physical small size, the availability of core parts, minimal manpower needs for handling and component interchange characteristics.

The basic product unit produces 1-megawatt of power 24 hours a day, 7 days a week, all year round, and has an expected operational life of 20,000 hours before rebuild or replacement of the prime mover. Units can be leveraged to produce up to 10-megawatts (recommended for small power plants) for each power source block. The Company plans to provide maintenance and service agreements to all of its users, so as to ensure worry-free, reliable maintenance of the Company’s product units.

The PDIGenset is designed to operate throughout the year, in extreme conditions, at high altitude, in remote locations, in any orientation and using almost any gaseous fuel (NG, propane, ethane, methane, hydrogen, bio-gas, syn-gas) and can also operate on liquid fuels other than diesel fuel. Therefore, the product unit is not subject to the effects of seasonal variations.

The component design of the PDIGenset allows for ease of maintenance and service or replacement of any of the system’s components. Internal components and critical technological elements for the engine have been invented or reengineered, developed and installed in the PDIGenset motors. The component concept, operating fuel burn, and overall size of the entire unit, specifically as it relates to the size, weight and noise, are the major advantages and key differentiators of the unit. The intention with the PDIGenset is that the motor (prime mover) can be easily interchangeable at no cost to the user when scheduled as part of a maintenance plan. Unlike a diesel system that will require one to three weeks minimum downtime for an engine overhaul in place, the Company’s product unit requires only four to six hours to remove and replace the spent unit with a fresh motor. In fact, switchgear components of the PDIGenset can be easily interchanged to meet any customer requirement. The prime mover and the generator can also be easily serviced and replaced, and the unit can be redeployed almost instantly to any new customer.

Another efficiency and attractive feature of the PDIGenset is the size and weight of the complete package. The unit can be fitted comfortably inside a 8’x8’x 30’ (40’ with a survival chamber) box; about the size of a shipping container or medium size box truck. This compact size allows for easy handling, transport and delivery, and thereby also making the unit ideal for a portable power station, even on the back of a truck, if necessary, anywhere in the world.

Electronic controls and monitoring sensors provide another level of technological sophistication for the user wherein the unit can be operated worldwide from any remote headquarters location. The PDIGenset is also equipped with internal “black box technology” that continuously reports streaming data to a central control 24/7 providing security and performance threshold monitoring when the unit is in operation or idle.

The Company intends to ship product units around the world, FOB Worcester, Massachusetts. Delivery time for most product units to any location can be as quick as 90 days from initial order to full operation on site based on the availability of generators. Upon arrival at the user’s site, the package can be easily off-loaded, maneuvered, and interfaced with the existing power configuration.

Continuing research and development of the internal workings and component parts of the PDIGenset is an objective of the company. All generators and switchgear used in the PDIGenset packages are the latest state-of-the-art technology and are readily available and constructed for the specific application to match any regional power grid or individual needs. It should also be noted that regardless of the type of power generation system used, the switchgear design parameters would be the same. In most applications, the Company uses the latest flat wound brushless generators that are typical of those used in the industry.

Pricing

PDIGenset is priced to meet the customer’s needs. A 1-megawatt PDIGenset will be leased for a five year term, pursuant to a Master Equipment Lease that will provide for an initial deposit of $750,000, a monthly maintenance fee calculated at the rate of $0.015/megawatt-hour and a monthly lease calculated at a rate per megawatt-hour which will be dependent upon local fuel cost. In any event, the Company anticipates that the cost to the customer will be substantially lower than that which the customer is then paying to any local utility provider.

Competition

The Company believes that because of the operational characteristics of its engine and systems the PDIGenset is positioned to compete effectively against other genset manufacturers such as Caterpillar, Detroit Diesel and Kohler, all of whom produce standard diesel driven gensets. Other power production systems involving wind turbines, jet (gas) turbines, steam, coal fired, and hydroelectric are not a competitive factor because of the size of the systems and the high capital cost of constructing these systems.

The primary competition for independent power generation of 1-megawatt or higher power production is Caterpillar Corporation. Recently, Caterpillar introduced a propane powered generator set, which is a reworked reciprocating engine designed to address EPA parameters, but not specifically for the same applications as the Company. This engine produces enough horsepower to drive the generator, however, the Company believes that the performance efficiencies of that unit do not approach the capabilities and operational characteristics of the PDIGenset.

Cummings, Morse Diesel, Kohler, Volvo and Detroit Diesel also make engines that produce enough horsepower to drive respective competing 1- megawatt generators, however all of these products are diesel equipment or diesel with natural gas augmentation or conversion and do not meet the capabilities of the PDIGenset.

The Company believes that its product unit is unique and offers a compelling value proposition not currently available in the marketplace.

Diesel engines have been abundantly available since the 1910s and diesel fuel was cheap until the late 1990s. The basic radial engine is mature technology but was unable to operate efficiently on natural gas or propane. Aviation fuel cost three to ten times more than diesel fuel, and, hence, radial engines were not used as prime movers.

The Company was the first to develop a solid state, self contained unit (GFD System, patent pending) which first made radial engines a viable alternative to diesels because they could now run efficiently on natural gas, propane, methane, ethane, hydrogen, and bio-fuels.

The Company’s product unit inherently provides maximum flexibility and performance, which differentiates the product units from competing products and solutions.

Strategic Partners and Suppliers

The Company believes that strategic partnerships will be a major component of the Company’s operating strategy and path to success. The Company works with several important strategic partners in various areas of its business and operations.

The Company has a longstanding relationship with CEG, Inc. (“CEGI”) and Edward Feloni of Hopedale, Massachusetts. Throughout the research and development period, technical electrical interface and equipment component needs were identified. CEGI manufactures instrument monitoring systems and configures switchgear to specific applications. The Company intends to continue to work with CEGI to acquire new components and parts and to design its computerized equipment monitoring systems and switchgear configurations.

The Company has established a strategic partnership with Merchant Banking Advisors, Inc. (“MBA”) and its President, John Richardson, of Old San Juan, Puerto Rico with regard to providing lease financing to any customers who choose to use it. MBA is a worldwide merchant banking lender which has provided equipment financing in a variety of business settings in the range of $14,000,000 over the past several years. MBA will provide convenient financial services to those customers who want to use the same.

The Company receives its transmissions systems from Borg Warner of Dearborn, Michigan and CVT Corporation of Canada.

Chester Roberts Supply of Collinsville, Texas will act as the Company’s initial supplier for basic engine casings and spare parts. The Company intends to work with Connecticut Corsair, based in the State of Connecticut. These resources provide the Company with access to several hundred engines and warehouses on premises that contain enough engines and parts to construct two hundred engines to the Company’s specifications.

Mobile containers used by the Company are provided by Mobil Mini, located across the United States.

Fuel is expected to be provided by local partners in the regions where the Company may be operating with respect to specific project(s); the Company has presently entered into a strategic relationship with Gas Natural Puerto Rico, Inc.

Marketing Strategy

The Company has conducted limited advertising and marketing to date as the primary focus of the Company since inception has been to concentrate on its product development efforts. The Company has, however, given substantial attention to constructing the marketing strategy and plans that it will use once its projects enter the market.

The Company anticipates a significant budget and need for marketing activities. The primary focus of marketing campaigns will be designed to help the Company find new customers and to increase awareness of the Company’s ability to offer power generation capabilities. The Company has entered engaged a manufacturer's representative, Howard Hager, to represent its interests in Puerto Rico and other areas of the Caribbean Basin. This has already resulted in an expression of demand for the Company’s solutions and is anticipated to lead to product orders in the immediate future.

The Company plans to attend trade shows, seminars and industry conference to promote the Company and its products. The Company will also employ face-to-face meeting and presentations by the Company’s executives and advisors to key decision-makers of prospective customers. At the present time, the Company does not see website marketing as a priority because of the relative novelty of the Company and its products. In the future, the Company believes that an Internet marketing strategy may be of greater utility for the Company.

Operations

For the initial five year manufacturing cycle, it is the intention of the Company to employ used equipment wherever possible in its products. Although new equipment can be a significant cost in the overall construction budget, generators typically have a long service life. Any serviceable generators will be recycled.

The Company will also use containers, which are abundant, readily available and located in multiple locations throughout the United States and Canada. When short deliveries are mandated, used containers will be individually purchased locally. As the Company grows with the demand, it is planned that several locations throughout the U.S and Canada will have assembly facilities. Therefore, containers will be sourced from the manufacturer and fabricated with all internal structural components, doors, levers and other hardware already installed and the entire unit painted to specification at the manufacturing facility.

Revenues

Since its inception, Powerdyne Nevada (the predecessor-in-interest to the Company) has focused its efforts on conducting product research and development, and has devoted little attention or resources to sales and marketing or generating near-term revenues and profits. Accordingly, the Company has no revenues to date and has not realized any profits as of yet. In order to succeed, the Company needs to develop a viable strategy to market and distribute its products to end customers. To date, the Company has developed a market strategy that it believes will lead to near-term revenues in the Caribbean Basin, and thereafter, in Alaska and South America.

Equipment Financing

Through a strategic partnership with MBA, the Company has a written commitment to provide equipment financing for its contract orders should the customer need or desire such financing.

Through continuing dialogue with Citizens Bank and Royal Bank of Scotland (“RBS”), the Company has a verbal conditional commitment to provide financing for the construction of equipment subject to contract orders should the Company need any additional financing. This arrangement will position the Company on sound financial footing by assuring the financial capability of the Company to meet its manufacturing commitments and schedules. The funds will be provided on a contract by contract basis wherein 65% of the total unit cost will be made available as a credit line with a UCC commercial lien on the unit. The terms of each order provide that the buyer pay 55% of the unit cost at contract signing, 35% upon completion of construction and bench test certification, and the 10% balance upon installation and start-up. This arrangement allows the Company to be almost completely self-financed. Therefore, use of any of the credit line provided by RBS should be minimal.

THE COMPANY

Agreement with Tiber Creek Corporation

In 2010, the Company (through Powerdyne Nevada) entered into a consulting agreement with Tiber Creek Corporation (“Tiber Creek”) whereby Tiber Creek would provide assistance to the Company in effecting transactions for the Company to become a public company, including causing the preparation and filing a registration statement with the Securities and Exchange Commission, assisting with applicable state blue sky requirements, advising and assisting on listing its securities on a trading exchange, assisting in establishing and maintaining relationships with market makers and broker-dealers and assisting in other transactions, marketing and corporate structure activities. Tiber Creek received certain cash fees from the Company during 2010. In addition, 2,000,000 common shares of the Company were issued to each of Tiber Creek and IRAA Fin Serv, an unincorporated California business entity (“IRAA”), and an affiliate of Tiber Creek, in connection with and related to the services provided by Tiber Creek to the Company (each of Tiber Creek and IRAA owned 500,000 common shares of the Company prior to the consulting agreement) . The consulting agreement also provides that the shares issued to Tiber Creek shall be included in the registration statement (i.e. this registration statement) to be filed by the Company. The consulting agreement further provides that the Company will not at any time take or allow any action (whether by reverse stock split or otherwise) which would have the effect of reducing the absolute number of Shares held by Tiber Creek.

Intellectual Property

The Company’s intellectual property consists of its service marks and trademarks as well as its trade secrets and proprietary methods and processes.

The Company has applied for a use patent for its product system. This application (#12/662,233), which is currently still pending, was submitted to the U.S. Patent and Trademark Office.

The Company also plans to apply for an additional U.S. patent for a fuel delivery system. The Company plans to file this patent application in the near future.

Research and Development

The executive officers, advisors and consultant of the Company have a long history of experience and practical application in aircraft technology and have brought their respective and collective knowledge to address the needs for primary electrical power generation in remote locations or extreme conditions. To meet this demand, the concept of using a radial air cooled direct drive motor was the obvious starting point. From there, new internal mechanical components, fuel delivery systems, and a highly advanced electrical component package has been designed, fabricated and tested to create an extremely efficient and powerful engine. The radial design allows or efficient operations with a very compact unit. The radial concept also provides immediate access to any section of the motor should an isolated adjustment or repair be needed.

Other efficiencies of this type of motor include condensed configuration, weight benefits, rebuild/refit characteristics, physical small size, availability of core parts, minimal manpower needs for handling and component interchange characteristics. Internal components and critical technological elements for the engine have been invented or reengineered, developed and installed in the Company’s products. The component concept, operating fuel burn, and overall size of the entire unit, specifically as it relates to the size, weight and noise, are the major advantages of the unit as designed by the Company. The intention with the PDIGenset is that the motor (the prime mover) can be easily interchangeable at no cost to the user when scheduled as part of a maintenance plan. Unlike a diesel system that will require at least one to three weeks downtime for an engine overhaul in place, the PDIGenset unit requires only four to six hours to remove and replace the spent unit with a fresh motor.

Based on 60 years of validated historical data, and the Company’s own recent engine testing in January 2010, this Company’s engine consumes approximately 85 gallons of aviation fuel per hour at 1800 rpm. The consumption of propane per gallon is almost identical to aviation gas consumption, and therefore, the quantity assumed in the calculations will be the same.

Employees

The Company presently has two (2) employees and a total of five (5) executive officers. The employees receive a salary; the remaining officers receive no salaries or other compensation and no salaries have been accrued. The remaining officers will not receive any compensation until, and if, the Company becomes a public company. None of these officers are currently employed by the Company in a full-time capacity. The Company has no other employees but expects that it will hire additional personnel upon raising capital through this offering and as the Company expands.

Following the effective date of the registration statement and the raising of adequate capital, the Company plans to hire aircraft engine mechanics to work and serve on the assembly line to manufacture the engines.

Property

The corporate headquarters of the Company are located in Carson City, Nevada, with offices located in Warwick, Rhode Island. In the near future, the Company plans to open an additional regional office in San Juan, Puerto Rico. These locations will initially be administrative in nature and eventually expand as the market demands to become fabrication sites.

All engines will be built in the engine shop in Worcester, Massachusetts for the purpose of quality control. As the orders for products increase, it would become logistically prudent to have an assembly site in Puerto Rico and Alaska to serve the needs in those regions. Engines will continue to be manufactured in Massachusetts. The Company believes that the importance of quality control for the production of the engines cannot be understated.

Subsidiaries

Currently, the Company has no subsidiaries.

Reports to Security Holders

The Company intends to deliver a copy of its annual report to its security holders, and will voluntarily send a copy of the annual report, including audited financial statements, to any registered shareholder who requests the same. The Company will not be a reporting issuer with the Securities and Exchange Commission until its registration statement on Form S-1 is declared effective.

The Company has filed a registration statement on Form S-1, under the Securities Act of 1933, with the Securities and Exchange Commission with respect to the shares of its common stock. This prospectus is filed as a part of that registration statement, but does not contain all of the information contained in the registration statement and exhibits. Statements made in the registration statement are summaries of the material terms of the referenced contracts, agreements or documents of the company. Reference is made to the Company’s registration statement and each exhibit attached to it for a more detailed description of matters involving the Company. A potential investor may inspect the registration statement, exhibits and schedules filed with the Securities and Exchange Commission at the Commission's principal office in Washington, D.C. Copies of all or any part of the registration statement may be obtained from the Public Reference Section of the Securities and Exchange Commission, 100 F Street N.E., Washington, D.C. 20002. Please call the Commission at 1-800-SEC-0330 for further information on the operation of the public reference rooms. The Securities and Exchange Commission also maintains a web site at http://www.sec.gov that contains reports, proxy statements and information regarding registrants that file electronically with the Commission. The Company’s registration statement and the referenced exhibits can also be found at the web site address.

PLAN OF OPERATION

Business Plan

The Company plans to implement a phased production and deployment schedule for its products, with products gradually being introduced to the marketplace and growth steadily increasing thereafter. The Company also plans to solicit conditional orders for the units with the utility companies while the initial product demonstration model is constructed.

The bulk of the Company’s attention in its initial plan of operations will be devoted to manufacturing and marketing. Manufacturing of the units is expected to occur at the assembly location in Worcester, Massachusetts, where the Company currently rents this space under a lease with Bigelow Electric Company. The expansion of the marketing program is scheduled be aggressive and widespread and expanded to address operations throughout North America and the Caribbean Basin.

The conceptual design of the Company’s product unit allows fabrication to be scaled up in parallel as the demand increases. The only long lead item that the Company requires is the electrical switchgear that is custom manufactured as per the individual client’s requirements. However, in certain markets, the Company anticipates the re-use of existing gear (generators and switchgear).

A constant aspect of the business for the first five years is expected to be the rebuilding and maintenance of all of the initial engines. Such activities will require a substantial workforce on the production line and in the field. Product units deployed at mining locations are different and require different, more complex servicing. To meet all of the servicing needs of customers, the Company expects to establish a subsidiary company under the Company in the future to address the specific maintenance needs of mining companies throughout the world.

Potential Revenue

The Company’s primary source of revenues in the near term will be from leases or payment streams based on the Company’s product units. The Company’s business model proposes that each product unit be leased to a third party that will be responsible for the payment to the Company on a leasehold basis for each location.

Revenues for the Company will be generally based on lease payments which are based upon the maximum power which the particular genset is capable of generating. Units are constructed under terms and conditions of a contract and installed specifically to meet the customer’s needs. The customer pays the Company each month on a flat rate basis. In addition, the customer pays a maintenance fee as well as an initial deposit which allows the construction of the genset unit.

Each product unit is custom-made for the specific application and therefore the client power company pays for the construction and installation of the unit in advance. This cost is credited against power that is produced by the Company’s units until that credit is exhausted. Thereafter, the power is paid for on a monthly basis in accordance with the rate per kilowatt-hour that is agreed upon by the parties. The Company and/or the client may receive tax credits from the use of the Company’s products, and the parties will agree to share such tax benefits with each other.

Further, maintenance is performed exclusively by the Company and constitutes a part of the expected recurring revenue stream to the Company.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

The Company is a development stage company and was incorporated in the State of Delaware in September 2006 and merged with Powerdyne, Inc., a Nevada corporation (“Powerdyne Nevada”) in February 2011. As of the period from inception, February 2, 2010, through December 31, 2010, the Company has not generated any revenue and has incurred significant operating losses, as part of the Company's development stage activities, of $146,270.

Revenues

Equipment Financing

Through a strategic partnership with MBA, the Company has a written commitment to provide equipment financing for its contract orders should the customer need or desire such financing.

Pricing

Potential Revenue

Further, maintenance is performed exclusively by the Company and constitutes a part of the expected recurring revenue stream to the Company.

Alternative Financial Planning

The Company has no alternative financial plans, other than the equipment financing options discussed above. If the Company is not able to successfully raise monies in this offering, or otherwise obtain or raise funding through a private placement or other securities offering, the Company’s ability to survive as a going-concern and implement any part of its business plan or strategy will be severely jeopardized.

Critical Accounting Policies

The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires making estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. The estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis of making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

The Company believes that the following critical accounting policies, among others, affect its more significant judgments and estimates used in the preparation of its financial statements:

Share-based Payments

The Company intends to periodically issue shares of common stock to employees and non-employees for services. Stock-based compensation is measured at the grant date, based on the fair value of the award, and is recognized as expense over the requisite service period.

The summary of significant accounting policies presented below is designed to assist in understanding the Company’s financial statements. Such financial statements and accompanying notes are the representations of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America (“GAAP”) in all material respects, and have been consistently applied in preparing the accompanying financial statements. The Company is classified as a development stage enterprise under GAAP and has not generated significant revenues from its principal operations.

Long-Lived Assets

In accordance with ASC 350-30 (formerly SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets), the Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that their then carrying values may not be recoverable. When such factors and circumstances exist, the Company compares the projected undiscounted future cash flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying amount. Impairment, if any, is based on the excess of the carrying amount over the fair value, based on market value when available, or discounted expected cash flows, of those assets and is recorded in the period in which the determination is made. The Company’s management currently believes there is no impairment of its long-lived assets. There can be no assurance however, that market conditions will not change or demand for the Company’s products under development will continue. Either of these could result in future impairment of long-lived assets.

Development Stage and Capital Resources

Since its inception, the Company has devoted substantially all of its efforts to business planning, research and development, recruiting management and technical staff and raising capital. Accordingly, the Company is considered to be in the development stage. The Company has not generated revenues from its operations, and there is no assurance of future revenues. As of December 31, 2010, the Company had an accumulated deficit from inception of approximately $146,270.

The Company’s activities will necessitate significant uses of working capital beyond 2011. Additionally, the Company’s capital requirements will depend on many factors, including the success of the Company’s continued research and development efforts and the status of competitive products. The Company plans to continue financing its operations with cash received from financing activities. The Company currently has appropriate financing to continue operations for the next 15 months.

While the Company strongly believes that its capital resources will be sufficient in the near term, there is no assurance that the Company’s activities will generate sufficient revenues to sustain its operations without additional capital, or if additional capital is needed, that such funds, if available, will be obtainable on terms satisfactory to the Company.

Discussion of Period Ended December 31, 2010

The Company incurred a net loss of $(146,270) for the period ended December 31, 2010, with general and administrative expenses of $146,270. The Company received no revenue in such period.

Selling, general and administrative expenses for the period ended December 31, 2010 were $146,270, with total selling, general and administrative expenses from inception to December 31, 2010 totaling $146,270.

Liquidity. The Company received $130,985 from the private sale of its stock in the period from February 2, 2010 (inception) to December 31, 2010. The Company has no continuous methods of generating cash.

Capital Resources. The Company did not incur any capital expenditures other than the purchase of machinery and equipment in 2010 in the aggregate amount of $21,793.

Results of Operations. The Company completed no sales and received no revenues in the period from inception through December 31, 2010. The Company does not anticipate that it will generate revenue sufficient to cover its operating expenses until the close of this offering and the development of its business plan.

MANAGEMENT

The following table sets forth information regarding the members of the Company’s board of directors and its executive officers:

Name	Age	Position	Year Commenced
Dale P. Euga	63	Chief Executive Officer, President and Director	2010
Arthur M. Read, II, Esq.	64	Vice President, Assistant Secretary, General Counsel and Director	2010
Edwin S. Barton, II	63	Chief Operating Officer	2010
Stephen L. Caromile	30	Vice President, Lead Engineer	2010
Linda H. Madison	63	Secretary	2011

Dale P. Euga

Dale P. Euga serves as the chief executive officer, president and a director of the Company. From 1967 to 1971, Mr. Euga served in the United States Army completing his service as commander of a Special Forces A-Team and retiring with a distinguished and honorable record. Mr. Euga graduated in 1976 from The Boston Architectural College with a degree in Architecture. From 1976 through 1988, Mr. Euga taught a design studio at the Boston Architectural College. He became a Registered Architect in 1980 and was further NCARB Certified in 1985 while owning and managing a very successful architectural firm in Boston. In 1988 Mr. Euga formed ComVest International Inc., which was responsible for the Organization and Financial Management for International Projects such as the overview of the construction of Mersa-Matruh Power and Desalination plant for the Government of Egypt. Mr. Euga also directly arranged acquisition and construction financing and oversaw the construction of industrial, manufacturing and resort facilities in Panama, Netherlands, Belize, Bermuda and Spain, in addition to Mr. Euga worked as the coordinator and overseer for the lenders. In 1996 in concert with ComVest International Inc. Mr. Euga founded and managed Suburban Mortgage Company and built the company into 60 brokers, 12 processors, and 18 insurance agents plus a quality control team, and administrative staff. This complete full spectrum financial service company with 92 employees was acquired by Directors Mortgage Company (CA) in 2002. From 2002 to present Mr. Euga has been focused on the organization and development of Powerdyne, Inc., a Nevada company, specializing on the company's primary design and technological development of the engine and support systems and development and testing of fuel systems in support of the application to power generation. He has been involved with the company organization and facilities procurement including client development, development of key staff, and continuing research and development of engine and electrical components. Mr. Euga remains very active with the Special Forces Association in Rhode Island and Massachusetts.

Arthur M. Read, II, Esq.

Arthur M. Read, II, Esq., serves as vice president, secretary, general counsel and as a director of the Company. Mr. Read received his Bachelor of Arts degree from Bethany College in 1968, and his Masters of Arts from University of Rhode Island in 1971 and his Juris Doctor from Boston University in 1972. From1972-2001, Mr. Read started as an Associate, then stockholder and Vice-President of Gorham & Gorham, an established Rhode Island law firm, at which he was engaged in the general practice of law with an emphasis on litigation, family law and divorce litigation, extensive appellate practice, commercial and business matters, municipal law (including representation of municipalities and school committees, municipal boards and agencies), negligence, estate planning and administration. From 1974-75, Mr. Read was appointed by the Hon. Richard J. Israel (Ret.) (then Attorney General and, later, Associate Justice of the Superior Court) as a Special Assistant Attorney General. In 2001, Mr. Read formed his own law practice. Mr. Read is admitted to Rhode Island Supreme Court; United States District Court, District of Rhode Island; United States Supreme Court; United States Tax Court; and United States Court of Appeals Mr. Read is a member of the Rhode Island Bar Association, Rhode Island Trial Lawyers’ Association, and American Trial Lawyers’ Association.

Edwin S. Barton, II

Edwin S. Barton II serves as chief operating officer of the Company. Mr. Barton is a seasoned corporate executive with 35 years of professional experience. Previously, he served as Vice President and Director of Rico, Inc., a Rhode Island manufacturing company, and President of Imperia, Inc., a Massachusetts millwork and high-end manufacturer and distributor.

Stephen L. Caromile

Stephen L. Caromile serves s vice president and lead engineer of the Company. Mr. Caromile received a Bachelor’s degree in Mechanical Engineering from the Wentworth Institute of Technology in 1997. From 1997 to 2000, Mr. Caromile was a process engineer and cell manager for the repair of jet turbine components at Chromalloy in California. In 2001and 2002, Mr. Caromile was associated with Hamor & Associates in Maine. From 2002 to 2010, Mr. Caromile was a design engineer for land use planning with CES, Inc. in Maine. In this capacity, Mr. Caromile completed land development plans for sub-division and also participated in safety management, information technology and field surveillance. Since 2010, Mr. Caromile has worked with the Company (and its predecessor Powerdyne Nevada) and has designed and engineered components of the Company’s products and systems, including supervising fabrication and production of the prototype unit.

Linda H. Madison

Linda H. Madison serves as secretary of the Company. Mrs. Madison is a graduate of Mineola High School, Mineola, New York, and has served as the Administrative Assistant to the Grand Secretary of the Grand Lodge of Masons for the State of Rhode Island where she was responsible for human resources, information technology, office coordination, publishing its various publications, maintaining and designing complex data bases. She previously worked as the Executive Secretary and bookkeeper for a large investment advisory firm in Rhode Island.

Director Independence

Pursuant to Rule 4200 of The NASDAQ Stock Market one of the definitions of an independent director is a person other than an executive officer or employee of a company. The Company's board of directors has reviewed the materiality of any relationship that each of the directors has with the Company, either directly or indirectly. Based on this review, the board has determined that there are no independent directors.

Committees and Terms

The Board of Directors (the “Board”) has not established any committees.

The Company will notify its stockholders for an annual shareholder meeting and that they may present proposals for inclusion in the Company’s proxy statement to be mailed in connection with any such annual meeting; such proposals must be received by the Company at least 90 days prior to the meeting. No other specific policy has been adopted in regard to the inclusion of shareholder nominations to the Board of Directors.

Legal Proceedings

There are currently no pending, threatened or actual legal proceedings in which the Company or any subsidiary is a party.

EXECUTIVE COMPENSATION

Remuneration of Officers: Summary Compensation Table

Description of Compensation Table

Aggregate

All

Annual

Accrued

Comp-

Other

Comp-

Payments

Salary Since

Stock and

-ensation

Comp-

ensation

Name/Position

Year

Salary

Made

Inception

Bonus

Options

Plans

ensation

Total

Stephen L. Caromile

2011

52,000

Vice President

2010

52,000

No other salaries have been paid to officers. There is no accrued compensation that is due to any member of the Company’s management. No executive officer has received cash compensation in excess of $100,000 in the Company's fiscal year which ended as of December 31, 2010. Upon successful completion of this offering, however, certain management personnel will receive such compensation as is discussed below in “Anticipated Officer and Director Remuneration”.

Other than as described above, there are no current plans to pay or distribute cash or non-cash bonus compensation for fiscal year 2011 to officers of the Company. However, the Board of Directors may allocate salaries and benefits to the officers for fiscal year 2011 and thereafter in its sole discretion. No such person is subject to a compensation plan or arrangement that results from his or her resignation, retirement, or any other termination of employment with the company or from a change in control of the company or a change in his or her responsibilities following a change in control. The members of the board of directors may, if the board of directors so decides, receive a fixed fee and reimbursement of expenses, for attendance at each regular or special meeting of the board of directors, although no such program has been adopted to date. The Company currently has no retirement, pension, or profit-sharing plan covering its officers and directors; however, the Company plans to implement certain such benefits after sufficient funds are raised in this offering (see “Anticipated Officer and Director Remuneration” below.)

Employment Agreements

The Company has entered into employment agreements with several officers and key personnel. Except for Mr. Caromile and the other employee, all of these agreements defer paying any salary, bonuses or other compensation until such time as the Company is able to pay such compensation from its free cash flow from operations. Mr. Caromile is currently being paid a salary in order to ensure his availability to the Company. Proceeds from the sale of Shares will not be used to pay salaries or compensation other than to necessary employees and not to any officers other than Mr. Caromile.

Anticipated Officer and Director Remuneration

Other than as set forth above, the Company has not paid any compensation to any officer or director. Although no binding or formal employment agreement or contract exists, the Company intends to pay annual salaries to all its officers and will pay an annual stipend to its directors when, and if, it becomes a public company. At such time, the Company anticipates offering cash and non-cash compensation to officers and directors.

Although not presently offered, the Company anticipates that its officers and directors will be provided with a group health, vision and dental insurance program at subsidizes rates, or at the sole expense of the Company, as may be determined on a case-by-case basis by the Company in its sole discretion. In addition, the Company plans to offer 401(k) matching funds as a retirement benefit, paid vacation days and paid holidays.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information as of the date of this prospectus regarding the beneficial ownership of the Company’s common stock by each of its executive officers and directors, individually and as a group and by each person who beneficially owns in excess of five percent of the common stock after giving effect to any exercise of warrants or options held by that person.

								Percent of Class
					Percent of			After
		Number of Shares of			Class Before			Offering
Name	Position	Common Stock			Offering (1)			(2)
Dale P. Euga	President and Director		105,056,667			56	%		48	%
Arthur M. Read, II, Esq.	Vice President and Director		12,000,000			6.3	%		5.4	%
Edwin S. Barton, II	Chief Operating Officer		6,833,333			3.6	%		3.1	%
Stephen L. Caromile	Vice President		6,000,000			3.2	%		2.7	%
Linda H. Madison	Secretary		1,000,000			*			*
Eric Foster			18,000,000			9.5	%		*
Total owned by officers, directors and 5% shareholders	148,890,000		79	%		59	%

* Less than 1%

(1) Based upon 189,000,000 shares outstanding as of the date of this offering (i.e. does not give effect to the 16,000,000 shares that are outstanding as of the date of this offering, but are held by the Company).

(2) Assumes sale of all 83,318,500 Shares offered, and 205,000,000 shares outstanding following the offering.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

A partner in the law firm which acts as counsel to the Company is the sole owner and director of Tiber Creek Corporation which owns 2,500,000 shares of the Company's common stock.

From time to time, the Company makes payments for the benefit of its sole stockholder, which are personal in nature, as well as receives payments from the sole stockholder in the form of cash and/or out-of-pocket expenditures for the benefit of the Company, which are business in nature. The balance of advances from stockholder was $2,975 and the balance of advances to stockholder was $4,369 as of December 31, 2010.

SELLING SHAREHOLDERS

The Company is registering for offer and sale by existing holders thereof 67,318,500 shares of common stock held by such shareholders. The Company will not receive any proceeds from the sale of the Selling Shareholder Shares. The selling shareholders have no agreement with any underwriters with respect to the sale of the Selling Shareholder Shares. The selling shareholders will offer their shares for sale at an offering price of $0.15 per share until such time as the Company's common stock is listed on a national securities exchange after which time such selling shareholders may sell their shares at prevailing market or privately negotiated prices.

The selling shareholders may from time to time offer the Selling Shareholder Shares through underwriters, dealers or agents, which may receive compensation in the form of underwriting discounts, concessions or commissions from them and/or the purchasers of the Selling Shareholder Shares for whom they may act as agents. Any agents, dealers or underwriters that participate in the distribution of the Selling Shareholder Shares may be deemed to be "underwriters" under the Securities Act and any discounts, commissions or concessions received by any such underwriters, dealers or agents might be deemed to be underwriting discounts and commissions under the Securities Act.

The following table sets forth ownership of shares held by each person who is a selling shareholder.

Name	Shares Owned		Before Offering (1)			Offered Herein		Shares Owned		After Offering (2)
	Number		Percentage			Number		Number		Percentage
Dale P. Euga		105,056,667		56	%		7,400,000		97,656,667		48	%
Arthur M. Read, II, Esq.		12,000,000		6.3	%		840,000		11,160,000		5.4	%
Edwin S. Barton, II		6,833,333		3.6	%		478,500		6,354,833		3.1	%
Stephen L. Caromile		6,000,000		3.2	%		420,000		5,580,000		2.7	%
Linda H. Madison		1,000,000		*			70,000		930,000		*
Eric Foster		18,000,000		9.5	%		18,000,000		0		*
Tiber Creek Corporation		2,500,000		1.3	%		2,500,000		0		*
IRAA Fin Serv		2,500,000		1.3	%		2,500,000		0		*
Jimmy Andrade		300,000		*			300,000		0		*
Paul Anselmo		150,000		*			150,000		0		*
Arthur Ballelli		200,000		*			200,000		0		*
Gary Bayless		166,667		*			166,667		0		*
Bert Beaumier		1,000,000		*			1,000,000		0		*
Michele Berard		150,000		*			150,000		0		*
Stuart Blazer		100,000		*			100,000		0		*
Debra Branco		100,000		*			100,000		0		*
Ann Brouillette		200,000		*			200,000		0		*
Tony Caetano		170,000		*			170,000		0		*
Mina Chiong		100,000		*			100,000		0		*
Lisa Ciccone		100,000		*			100,000		0		*
David Dasilva		1,610,000		*			1,610,000		0		*
Daniel Doke		700,000		*			700,000		0		*
Candido Esteves		200,000		*			200,000		0		*
Frank Foster		200,000		*			200,000		0		*
Robert Gallant		1,050,000		*			1,050,000		0		*
Earl Goldberg		100,000		*			100,000		0		*
Maria Gomes		50,000		*			50,000		0		*
Jim Gorman		1,200,000		*			1,200,000		0		*
Matt Goudreau		330,000		*			330,000		0		*
John Graham		100,000		*			100,000		0		*
Charlotte Greene		500,000		*			500,000		0		*
Chris Greger		250,000		*			250,000		0		*
Pamela Harman		800,000		*			800,000		0		*
Lou Harmon		200,000		*			200,000		0		*
Raza Hassan		500,000		*			500,000		0		*
Rose Holt		2,250,000		1.2	%		2,250,000		0		*
Paula Johnson		2,000,000		1.1	%		2,000,000		0		*
Edmund Jones		1,500,000		*			1,500,000		0		*
Sandi Kelley		100,000		*			100,000		0		*
John Ley		333,333		*			333,333		0		*
Bob Maier		666,667		*			666,667		0		*
Francis Mcguire		1,050,000		*			1,050,000		0		*
Thomas O'Loughlin		333,333		*			333,333		0		*
Aaron Orleck		100,000		*			100,000		0		*
George Palazzo		200,000		*			200,000		0		*
Barbara Papamarkakis		100,000		*			100,000		0		*
Jim Parham		200,000		*			200,000		0		*
Warren Ross Parker		500,000		*			500,000		0		*
Peter Pisecco		250,000		*			250,000		0		*
Chris Prazeres		900,000		*			900,000		0		*
Robert Proia		500,000		*			500,000		0		*
John Ley (3)		1,000,000		*			1,000,000		0		*
Larry Rodammer		8,000,000		4.2	%		8,000,000		0		*
Wayne Rodammer		666,667		*			666,667		0		*
Marek Rutkowski		200,000		*			200,000		0		*
Tamara Serpa		500,000		*			500,000		0		*
Eric Thibert		1,000,000		*			1,000,000		0		*
Phyllis Thompson		50,000		*			50,000		0		*
Sarah Tibbitts		500,000		*			500,000		0		*
Frederick Tobin		83,333		*			83,333		0		*
Marilyn Verardo		100,000		*			100,000		0		*
Mari-Ann Sprague		1,000,000		*			1,000,000		0		*
James Vargos		500,000		*			500,000		0		*

* Less than 1%

(2) Assumes sale of all 83,318,500 Shares offered, and 205,000,000 shares outstanding following the offering.

(3) Represents shares held by Provident Trust Group, LLC FBO John Ley Roth IRA. John Ley is deemed to be the beneficial owner of such shares.

SHARES ELIGIBLE FOR FUTURE SALE

As of the date of this prospectus, there are 205,000,0000 shares of common stock outstanding of which 130,890,000 shares are owned by officers and directors of the Company and 18,000,000 shares are held by Eric Foster, a greater than five percent (5%) shareholder in the Company. There will be 205,000,000 shares of common stock issued and outstanding if the maximum number of Shares offered herein is sold. The shares of common stock held by current shareholders are considered “restricted securities” subject to the limitations of Rule 144 under the Securities Act. In general, securities may be sold pursuant to Rule 144 after being fully-paid and held for more than 12 months. While affiliates of the Company are subject to certain limits in the amount of restricted securities they can sell under Rule 144, there are no such limitations on sales by persons who are not affiliates of the Company. In the event non-affiliated holders elect to sell such shares in the public market, there is likely to be a negative effect on the market price of the Company's securities.

LEGAL MATTERS

Cassidy & Associates, Beverly Hills, California, has given its opinion as attorneys-at-law regarding the validity of the issuance of the Shares offered by the Company. A member of the law firm of Cassidy & Associates is an officer and director of Tiber Creek Corporation and may be considered the beneficial owner of the 2,500,000 shares of common stock of the Company owned by Tiber Creek Corporation.

EXPERTS

Anton & Chia, LLP, an independent registered public accounting firm, has audited Powerdyne, Inc.’s (a development stage company and the predecessor-in-interest to the Company) consolidated balance sheets as of December, 31, 2010, and the related statements of operations, changes in stockholders’ deficiency, and cash flows for the periods then ended. The Company has included its financial statements in the prospectus and elsewhere in the registration statement in reliance on the report of December 31, 2010, given their authority as experts in accounting and auditing.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION

FOR SECURITIES ACT LIABILITIES

The Company’s certificate of incorporation include an indemnification provision that provides that the Company shall indemnify directors against monetary damages to the Company or any of its shareholders by reason of a breach of the director’s fiduciary except (i) for any breach of the director’s duty of loyalty to the Company or its shareholders or (ii) for acts or omissions not in good faith or which involve intentional misconduct of (iii) for unlawful payment of dividend or unlawful stock purchase or redemption or (iv) for any transaction from which the director derived an improper personal benefit.

The certificate of incorporation does not specifically indemnify the officers or directors or controlling persons against liability under the Securities Act.

The Securities and Exchange Commission’s position on indemnification of officers, directors and control persons under the Securities Act by the Company is as follows:

INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE SECURITIES ACT OF 1933 MAY BE PERMITTED TO DIRECTORS, OFFICERS AND CONTROLLING PERSONS OF THE SMALL BUSINESS ISSUER PURSUANT TO THE RULES OF THE COMMISSION, OR OTHERWISE, THE SMALL BUSINESS ISSUER HAS BEEN ADVISED THAT IN THE OPINION OF THE SECURITIES AND EXCHANGE COMMISSION SUCH INDEMNIFICATION IS AGAINST PUBLIC POLICY AS EXPRESSED IN THE ACT AND IS, THEREFORE, UNENFORCEABLE.

POWERDYNE, INC.

(A Development Stage Company)

FINANCIAL STATEMENTS

~~December~~TABLE OF ~~31, 2010~~CONTENTS

32CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2024, AND 2023

INDEX TO FINANCIAL STATEMENTS

TABLE OF CONTENTS	F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID No 7057)	F-2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID No: 5968)	F-3
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2024, AND 2023	F-4
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDING DECEMBER 31, 2024, AND 2023	F-5
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICITFOR THE YEARS ENDING DECEMBER 31, 2024, AND 2023	F-6
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDING DECEMBER 31, 2024, AND 2023	F-7
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	F-8

Report of Independent Registered Public Accounting Firm	1
Balance Sheet	2
Statement of Operations	3
Statement of Changes in Stockholders’ Deficit	4
Statement of Cash Flows	5
Notes to Financial Statements	6

F-1

~~[logo]~~Report of Independent Registered Public Accounting Firm

~~REPORT~~To OFthe ~~INDEPENDENT~~Board ~~REGISTERED~~of ~~PUBLIC~~Directors and ~~ACCOUNTING~~Stockholders ~~FIRM~~of Powerdyne International, Inc.

~~The~~Opinion ~~Board~~on ofthe ~~Directors~~Financial ~~and Stockholder of~~Statements

We have audited the accompanying consolidated balance sheets of Powerdyne International, Inc.: (the ‘Company’) as of December 31, 2024, and the related consolidated statements of operations, changes in stockholders’ equity and cash flows for the year ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

WeGoing have audited the accompanying balance sheet of Powerdyne, Inc. (the “Company”) as of December 31, 2010, and the related statement of operations, stockholder deficit, and cash flows for the period from February 2, 2010 (Inception) through December 31, 2010. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.Concern

WeThe ~~conducted~~accompanying ~~our~~consolidated ~~audit~~financial instatements have ~~accordance~~been ~~with~~prepared ~~the~~assuming ~~standards~~that of the ~~Public~~ Company ~~Accounting~~will ~~Oversight~~continue ~~Board~~as ~~(United~~a ~~States~~going ~~of America)~~concern. ~~Those~~ ~~standards~~As ~~require~~discussed ~~that~~in weNote ~~plan~~3, ~~and perform~~ the ~~audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The~~ Company issuffered ~~not required to have, nor were we engaged to perform,~~ an ~~audit~~accumulated deficit ofand ~~its~~recuring ~~internal~~losses ~~control~~from ~~over financial reporting~~operation. ~~Our~~ ~~audit~~These ~~includes~~matters ~~consideration~~raise ofsubstantial ~~internal~~doubt ~~control~~about ~~over financial reporting as a basis for designing audit procedures that are appropriate in~~ the ~~circumstances, but not for the purpose of expressing an opinion on the effectiveness of the~~ Company’s ~~internal control~~ability ~~over~~to ~~financial~~continue ~~reporting. Accordingly,~~as wea ~~express no such opinion~~going concern. An ~~audit~~Management’s ~~includes~~plans ~~examining,~~with onregards ato ~~test~~these ~~basis,~~matters ~~evidence~~are ~~supporting~~also ~~the~~described ~~amounts~~in ~~and~~Note ~~disclosures~~3 into the financial statements. An ~~audit~~These ~~also~~financial statements ~~includes~~do ~~assessing~~not ~~the~~include ~~accounting~~any ~~principles~~adjustments ~~used~~that ~~and~~might ~~significant~~result ~~estimates~~from ~~made by management, as well as evaluating~~ the ~~overall~~outcome ~~financial~~of ~~statement~~this ~~presentation~~uncertainty. ~~We believe that our audit provides a reasonable basis for our opinion.~~

InBasis our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Powerdyne, Inc. as of December 31, 2010, and the results of its operations and cash flows for ~~the period from February 2, 2010 (Inception) to December 31, 2010 in conformity with accounting principles generally accepted in the United States of America.~~Opinion

/These financial statements are the responsibility of the Company’s/ ~~Anton~~management. &Our ~~Chia,~~responsibility ~~LLP~~is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

~~Newport~~We ~~Beach~~conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, ~~California~~whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

~~February~~Our 25audits included performing procedures to assess the risks of material misstatement of the financial statements, ~~2011~~whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

~~POWERDYNE,~~Critical ~~INC.~~Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (A1) ~~Development~~relate ~~Stage~~to ~~Company~~accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. Communication of critical audit matters does not alter in any way our opinion on the financial statements taken as a whole and we are not, by communicating the critical audit matters, providing separate opinions on the critical audit matter or on the accounts or disclosures to which they relate.

~~BALANCE~~Going ~~SHEET~~Concern Uncertainty

~~December~~As 31described in Note 3 to the financial statements, ~~2010~~the Company has significant operating losses and a working capital deficiency. The ability of the Company to continue as a going concern is dependent on obtaining additional working capital funding from its officers and sale of equity and/or debt securities to execute its plans and continue operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

	December 31, 2010
ASSETS
Current Assets:
Cash	$	2,059
Prepaid expenses		1,817
Advances to Stockholder		4,369
Total current assets		8,245
Equipment
Equipment		21,793
Total Assets	$	30,038
LIABILITIES AND STOCKHOLDER'S DEFICIT
Current Liabilities:
Accrued expenses	$	42,348
Advances from Stockholder		2,975
Total current liabilities		45,323
Total Liabilities		45,323
Stockholder's Deficit:
Common stock; No Par Value; 75,000 shares authorized, 25,000 shares issued and outstanding		1,000
Common stock subscribed		129,985
Accumulated deficit		(146,270	)
Total stockholder's deficit		(15,285	)
Total liabilities and stockholder's deficit	$	30,038

The procedures performed to address the matter included.

~~The~~§ ~~accompanying~~We ~~notes~~inquired ~~are~~of executive officers, and key members of management, of the Company regarding factors that would have an ~~integral~~impact ~~part~~on the Company’s ability to continue as a going concern, § We evaluated management’s plan for addressing the adverse effects of ~~these~~the conditions identified, including assessing the reasonableness of forecasted information and underlying assumptions by comparing to actual results of prior periods and actual results achieved to date, and utilizing our knowledge of the entity, its business and management in considering liquidity needs and the Company’s ability to generate sufficient cash flow, § We assessed the possibility of raising additional debt or credit through confirmation with related and third parties of the details of arrangements to provide or maintain financial supports. § Inquiry of the Company’s legal counsel about litigation, claims, and assessments. § We evaluated the completeness and accuracy of disclosures in the consolidated financial statements. § We evaluated management’s judgements and assumptions used to assess the Company’s ability to continue as a going concern

~~Page~~/S/ 2Lateef Awojobi

~~POWERDYNE,~~LAO ~~INC.~~PROFESSIONALS

(APCAOB ~~Development~~ID ~~Stage Company~~7057)

~~STATEMENT~~Lagos, ~~OF OPERATIONS~~Nigeria

~~For~~We ~~the~~have ~~period~~served ~~from~~as ~~February~~the 2,Company’s ~~2010~~auditor ~~(Inception) to December 31, 2010~~since 2025.

	From Inception to
	December 31, 2010
Revenues	$	-
Cost of revenues		-
Gross profit		-
Operating expenses
Selling, general and admin.		146,270
Total operating expenses		146,270
Loss from operations		(146,270	)
Net loss	$	(146,270	)
Basic and diluted loss per common share	$	(5.85	)
Basic and diluted weighted average common shares outstanding		25,000

April 30, 2025

~~The accompanying notes are an integral part of these statements.~~F-2

~~Page~~Report of 3Independent Registered Public Accounting Firm

~~POWERDYNE~~To the shareholders and the board of directors of Powerdyne International, ~~INC~~Inc.

(AOpinion on ~~Development~~the ~~Stage~~Financial ~~Company)~~Statements

~~STATEMENT~~We OFhave ~~CHANGES~~audited INthe ~~STOCKHOLDERS~~accompanying consolidated balance sheets of Powerdyne International, Inc. as of December 31, 2023, and the related consolidated statements of operations, stockholders’(deficit), ~~DEFICIT~~and cash flows for the year then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2023, and the consolidated results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States.

~~For the period from February 2, 2010 (Inception) to December 31, 2010~~Going Concern

										Total
	Common Stock				Common Stock		Accumulated			Stockholders'
	Shares		Amount		Subscribed		Deficit			Equity
Balance, February 2, 2010 (Inception)		25,000	$	1,000	$	-	$	-		$	1,000
Common stock subscribed		-		-		129,985		-			129,985
Net loss from Inception through to December 31, 2010		-		-		-		(146,270	)		(146,270	)
Balance, December 31, 2010		25,000	$	1,000	$	129,985	$	(146,270	)	$	(15,285	)

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3, the Company suffered an accumulated deficit of $5,077,401, net loss of $84,173 and a negative working capital of $74,057. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans with regards to these matters are also described in Note 3 to the financial statements. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~The~~Basis for ~~accompanying notes are an integral part of these statements.~~Opinion

~~Page~~These consolidated 4financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

~~POWERDYNE~~We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, ~~INC~~whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

(AOur audit ~~Development~~included ~~Stage~~performing ~~Company)~~procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

~~STATEMENT~~Critical audit ~~OF CASH FLOWS~~matters

~~For~~The critical audit matters communicated below is a matter from the current period ~~from~~audit ~~February~~of 2,the ~~2010~~consolidated financial statements that were communicated or required to be communicated to the Audit Committee of the Board of Directors that: (~~Inception~~1) relate to ~~December~~accounts 31or disclosure that are material to the consolidated financial statements and (2) involved challenging, ~~2010~~subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which they relate.

	From February 2, 2010
	(Inception) to
	December 31, 2010
Cash flows from operating activities:
Net loss	$	(146,270	)
Changes in operating assets and liabilities:
Change in due to/from related parties		(1,394	)
Prepaid expenses		(1,817	)
Accrued expenses		42,348
Net cash used by operating activities		(107,133	)
Cash flows from investing activities:
Used for:
Equipment		(21,793	)
Net cash used by investing activities		(21,793	)
Cash flows from financing activities:
Proceeds from common stock		1,000
Proceeds from common stock subscribed		129,985
Net cash provided by financing activities		130,985
Net change in cash		2,059
Cash, beginning of period		-
Cash, end of period	$	2,059

The Company records revenue when control of the promised services is transferred to customers, at a specific point in time and on a commission basis. This area is designated as a critical audit matter due to the substantial judgment required by management in applying the principles of revenue recognition.

~~The~~How the ~~accompanying~~Critical ~~notes~~Audit ~~are~~Matter anWas ~~integral~~Addressed ~~part~~in ofthe ~~these statements.~~Audit

~~Page~~The primary 5procedures we performed include:

~~POWERDYNE~~● We reviewed the company’s policies on revenue recognition to ensure they align with ASC 606 requirements. This included a thorough examination of the supporting documentation to validate the reasonableness of their application. ● We gained an in-depth understanding of the process management uses to determine when performance obligations are met, ~~INC~~ensuring it aligns with the outlined revenue recognition criteria. ● We conducted substantive tests on selected revenue transactions. The extent of our testing was based on an assessment of the associated risks, ensuring comprehensive coverage of significant areas.

(AOLAYINKA OYEBOLA ~~Development~~& ~~Stage Company)~~CO.

~~NOTES TO FINANCIAL STATEMENTS~~(Chartered Accountants)

~~December 31~~Lagos, ~~2010~~ Nigeria

We have served as the Company’s auditor since 2024.

May 7, 2024

F-3

POWERDYNE INTERNATIONAL, INC.

CONSOLIDATED BALANCE SHEETS

	December 31, 2024			December 31, 2023
	(audited)			(audited)
ASSETS

Current Assets:
Cash	$	45,579		$	84,004
Trade accounts receivable		87,456			70,884
Inventories		74,488			77,124
Advance deposits – receivable		2,661			-
Sales tax receivable		9,145			-
Right of use asset - current		-			-
Total current assets		219,330			232,013

Property and Equipment
Cryptocurrency miners		15,000			15,000
Less: accumulated depreciation		(15,000	)		(15,000	)
Total property and equipment		-			-
Right of use asset - long term		-			-

Total Assets	$	219,330		$	232,013

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities:
Accounts payable and accrued expenses	$	69,295		$	62,568
Advance deposits – liability		-			3,658
Due to related party - CEO		238,079			238,079
Sales tax payable		-			1,765
Short term loan payable		-			-
Loan related party		-
Line of credit		165,500			-
Operating lease liability - current		-			-
Total Current Liabilities		472,874			306,070
Operating lease liability - long term		-			-
Total Liabilities		-			-

Stockholders’ Deficit:
Preferred stock, $0.0001 par value,20,000,000 shares authorized, 2,000,000 shares issued and outstanding as of December 31, 2024, and December 31, 2023, respectively.		200			200
Common stock, $0.0001 par value,2,000,000,000 shares authorized, 1,884,930,584 shares issued and outstanding as of December 31, 2024, and December 31, 2023, respectively.		188,493			188,493
Additional paid-in capital		4,814,651			4,814,651
Accumulated deficit		(5,256,887	)		(5,077,401	)
Total Stockholders’ Deficit		(253,543	)		(74,057	)

Total Liabilities and Stockholders’ Deficit	$	219,330		$	232,013

The accompanying notes are an integral part of these consolidated financial statements.

F-4

POWERDYNE INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

	For the year ended			For the year ended
	December 31, 2024			December 31, 2023
Revenues	$	1,251,454		$	1,452,950
Cost of revenues		885,697			1,022,114
Gross profit		365,757			430,836
Operating expenses		545,335			515,000
Loss from operations and before income taxes		(179,579	)		(84,173	)
Income tax expense		-			-

Net loss	$	(179,579	)	$	(84,173	)

Basic and diluted loss per common share	$	-		$	-
Basic and diluted- weighted average common shares outstanding		1,884,930,584			1,881,355,242

The accompanying notes are an integral part of these consolidated financial statements.

F-5

POWERDYNE INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER’S DEFICIT

	Shares		Amount		Shares		Amount		Capital		Deficit			Equity / (Deficit)
									Additional					Total
	Preferred Stock				Common Stock				Paid-In		Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Equity / (Deficit)
Balance, December 31, 2022		2,000,000	$	200		1,862,430,584	$	186,243	$	4,807,901	$	(4,993,228	)	$	1,116

Issuance of common stock for services		-		-		22,500,000		2,250		6,750		-			9,000

Net loss		-		-		-		-		-		(3,180	)		(3,180	)

Balance, March 31, 2023		2,000,000	$	200		1,884,930,584		188,493		4,814,651		(4,996,408	)		6,936

Net loss		-		-		-		-		-		(78,412	)		(78,412	)

Balance, June 30, 2023		2,000,000	$	200		1,884,930,584	$	188,493	$	4,814,651		(5,074,820	)		(71,477	)

Net loss		-		-		-		-		-		7,544			7,544

Balance, September 30, 2023		2,000,000	$	200		1,884,930,584	$	188,493	$	4,814,651	$	(5,067,276	)	$	(63,933	)

Net Income		-		-		-		-		-	$	(10,125	)	$	(10,125	)

Balance, December 31, 2023		2,000,000		200		1,884,930,584		188,493		4,814,651		(5,077,401	)		(74,057	)

Balance, December 31, 2023		2,000,000	$	200		1,884,930,584	$	188,493	$	4,814,651	$	(5,077,401	)	$	(74,057	)

Net loss		-		-		-		-		-		(95,702	)		(95,702	)

Balance, March 31, 2024		2,000,000	$	200		1,884,930,584	$	188,493	$	4,814,651	$	(5,173,103	)	$	(169,759	)

Net loss		-		-		-		-		-		(23,336	)		(23,336	)

Balance, June 30, 2024		2,000,000	$	200		1,884,930,584	$	188,493	$	4,814,651	$	(5,196,439	)	$	(193,095	)

Net loss		-		-		-		-		-		(12,821	)		(12,821	)

Balance, September 30, 2024		2,000,000	$	200		1,884,930,584	$	188,493	$	4,814,651	$	(5,209,260	)	$	(205,916	)
Balance		2,000,000	$	200		1,884,930,584	$	188,493	$	4,814,651	$	(5,209,260	)	$	(205,916	)

Net loss		-		-		-		-		-		(47,720	)		(47,720	)
Net income (loss)		-		-		-		-		-		(47,720	)		(47,720	)

Balance, December 31, 2024		2,000,000		200		1,884,930,584		188,493		4,814,651		(5,256,887	)		(253,543	)
Balance		2,000,000		200		1,884,930,584		188,493		4,814,651		(5,256,887	)		(253,543	)

The accompanying notes are an integral part of these consolidated financial statements.

F-6

POWERDYNE INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the year ended			For the year ended
	December 31, 2024			December 31, 2023
Operating Activities:
Net loss	$	(179,579	)	$	(84,173	)
Adjustments to reconcile net loss to net cash used for operating activities:
Reversal of non-cash increase in intangible assets - Crypto		-			6,103
Issuance of common stock for consulting services		-			9,000
Non cash financing costs		-			-
Changes in operating assets and liabilities:
Trade accounts receivable		(16,572	)		151,604
Inventories		2,636			(22,142	)
Loan origination fee		(11,700	)		-
Accounts payable and accrued expenses		5,780			(19,301	)
Advance deposits		-			-
Advance deposits – receivable / (liability)		997			(6,573	)
Sales taxes receivable / payable		(5,487	)		524
Net cash used for operating activities		(203,925	)		35,041

Investing Activities:
Net cash provided by investing activities		-			-

Financing Activities:
Short term loan payable		-			-
Due to related party - CEO		-			15,000
Due to CEO		-			-
Advance to entities		-			-
Line of credit		165,500			-
Net cash provided by financing activities		165,500			15,000

Net decrease in cash		(38,425	)		50,042
Cash, beginning of period		84,004			33,962

Cash, end of period	$	45,579		$	84,004

Supplemental disclosure of cash flow information
Cash paid for interest	$	-		$	-
Cash paid for taxes	$	-		$	-

The accompanying notes are an integral part of these consolidated financial statements.

F-7

POWERDYNE INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024, and 2023

1. ORGANIZATION

Powerdyne, Inc., was incorporated on February 2, 2010, in Nevada, and is ~~a closely-held C Corporation~~ registered to do business in Rhode Island and Massachusetts. ~~The~~On ~~Company~~February 7, is2011, aPowerdyne, ~~start-up~~Inc. ~~organization~~merged ~~which~~with ~~intends~~Powerdyne ~~to produce and distribute completely packaged independent electrical generator units that run on environmentally-friendly fuel sources~~International, ~~such as natural gas and propane~~Inc. ~~At this time~~, ~~the~~formerly ~~sole~~Greenmark ~~stockholder~~Acquisition ~~has~~Corporation, ~~patents~~a ~~pending~~publicly ~~with~~held ~~the United States Patent Office regarding the unique design of these units~~Delaware corporation.

On December 13, 2010, Powerdyne International, Inc., formerly Greenmark Acquisition Corporation, filed an Amended and Restated Articles of Incorporation in order to, among other things, increase the authorized capital stock to 300,000,000 common shares, par value $0.0001 per share. Unless the context specifies otherwise, as discussed in Note 2, references to the “Company” refers to Powerdyne International Inc. ~~BASIS~~and OFPowerdyne ~~PRESENTATION~~Inc. after the merger.

~~The~~At the ~~accompanying~~closing ~~unaudited~~of ~~financial~~the ~~statements~~merger, ~~have~~each ~~been~~share ~~prepared~~of inPowerdyne, ~~accordance~~Inc’s ~~with~~common ~~accounting~~stock ~~principles~~issued ~~generally~~and ~~accepted~~outstanding inimmediately ~~the~~prior ~~United~~to ~~States~~the closing of ~~America~~the ~~(“GAAP”),~~Merger ~~and~~was ~~include~~exchanged ~~all~~for the ~~notes~~right ~~required~~to byreceive ~~generally~~7,520 ~~accepted~~shares ~~accounting~~of ~~principles~~common ~~for~~stock ~~complete~~of ~~financial~~Powerdyne ~~statements~~International, Inc. InAccordingly, ~~the~~an ~~opinion~~ aggregate of ~~management~~188,000,000 ~~all~~shares ~~adjustments (consisting~~ of ~~normal~~common ~~recurring~~stock ~~accruals)~~of ~~considered~~Powerdyne ~~necessary~~International ~~for~~Inc. ~~fair~~were ~~presentation~~issued ofto the ~~financial~~holders ~~statements~~of ~~have~~Powerdyne ~~been~~Inc.’s ~~included~~common stock.

In 2014, Powerdyne International, Inc. filed an amendment to its Articles of Incorporation which increased the authorized capital stock to 550,000,000 common shares, par value $0.0001 per share.

On January 26, 2015, Powerdyne International, Inc. filed an amendment to its Articles of Incorporation which increased the authorized capital stock to 2,020,000,000 shares consisting of 2,000,000,000 common shares, par value $0.0001 per share and 20,000,000 shares which may be designated as common or preferred stock, par value $0.0001 per share.

During the year ended December 31, 2022, the Company ended the mining of Sia coin and any crypto currency due to the lack of productivity of its crypto miners.

On March 6, 2022, pursuant to a Securities Purchase Agreement (the “SPA”), Powerdyne International, Inc. (the “Company”), acquired all of the issued and outstanding membership interests of Creative Motion Technology, LLC, a Massachusetts limited liability company, (the “Membership Interest”). The Membership Interest was owned by Mr. James F. O’Rourke, the principal owner and sole director and officer of the Company. The purchase price paid by the Company was 2,000,000 shares of its Series A Preferred Stock valued at $1,500,000, which each Series A Preferred Stock is convertible into 1,000 common shares of the Company at a fixed price of $0.0001 at the option of the holder.

Creative Motion Technology, LLC (“CM Tech”) is a small New England based motor manufacturer founded in 2004 and has been in business for over 17 years. CM Tech’s management has over 60 years of design and manufacturing expertise, specializing in the design and custom building of industrial servomotors both brush and brushless motor designs. CM Tech’s current market focus is on the niche motor demands for low volume, high-quality cost-effective motors which are primarily used in industrial robotics for the semiconductor manufacturing industry. The motors that CM Tech currently has in production primarily provide the X, Y, and Z axis articulation in factory automation robots.

F-8

POWERDYNE INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024, and 2023

1. ORGANIZATION (continued)

The issuance of the 2,000,000 shares of Series A Preferred Stock pursuant to the Securities Purchase Agreement were made in reliance on the exemption from registration afforded under Section 4(2), of the Securities Act of 1933, as amended, and/or Rule 506 of Regulation D promulgated thereunder. Such offer and sale were not conducted in connection with a public offering, and no public solicitation or advertisement was made or relied upon by the Seller/Investor in connection with the issuance by the Company of the Shares.

2. REVERSE MERGER ACCOUNTING

On February 7, 2011, Greenmark Acquisition Corporation, which was a publicly held Delaware corporation, merged with Powerdyne, Inc. Upon closing of the transaction, Greenmark Acquisition Corporation, the surviving corporation in the merger, changed its name to Powerdyne International, Inc.

The merger was accounted for as a reverse-merger, and recapitalization in accordance with generally accepted accounting principles in the United States (“GAAP”). Powerdyne Inc. was the acquirer for financial reporting purposes and the Company was the acquired company. Consequently, the assets and liabilities and the operations that are reflected in the historical financial statements prior to the merger are those of Powerdyne, Inc. and have been recorded at the historical cost basis of Powerdyne, Inc., and the financial statements after completion of the merger include the assets and liabilities of the Company and Powerdyne, Inc., historical operations of Powerdyne, Inc. and operations of the Company from the closing date of the merger. Common stock and the corresponding capital amounts of the Company pre-merger were retroactively restated as capital stock shares reflecting the exchange ratio in the merger. In conjunction with the merger, the Company received no cash and assumed no liabilities from Greenmark Acquisition Corporation.

On March 6, 2022, the Company acquired CM Tech from its 100% owner, the CEO of Powerdyne International, Inc. The merger was accounted for as a recapitalization in accordance with generally accepted accounting principles in the United States (“GAAP”). The transaction was recorded as a recapitalization transaction with the difference between the historical cost of the assets and liabilities assumed with the purchase price recorded as a loss on related party acquisition for $1,391,370 in our consolidated statement of operations. The transaction was not a business combination or a reverse merger transaction.

F-9

POWERDYNE INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024, and 2023

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The summary of significant accounting policies presented below is designed to assist in understanding the Company’s ~~financial~~consolidated ~~statements. Such~~ financial statements ~~and accompanying notes are the representations of the Company’s management, who are responsible for their integrity and objectivity~~. These accounting policies conform to accounting principles generally accepted in the United States of America (“GAAP”) in all material respects, and have been consistently applied in preparing the accompanying financial statements. The Company is classified as a development stage enterprise under GAAP and has not generated significant revenues from its principal operations.

~~Development~~Such consolidated ~~Stage~~financial statements and ~~Capital~~accompanying ~~Resources~~notes are the representations of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America (“GAAP”) in all material respects and have been consistently applied in preparing the accompanying consolidated financial statements.

~~Since its inception, the Company has devoted substantially all~~ Basis of its efforts to business planning, research and development, recruiting management and technical staff, acquiring operating assets and raising capital. Accordingly, the Company is considered to be in the development stage as defined in GAAP. The Company has not generated significant revenues from its principal operations, and there is no assurance of future revenues. As of December 31, 2010, the Company had an accumulated deficit from inception of approximately $146,270.Presentation

The accompanying ~~Company’s~~consolidated ~~activities~~financial ~~will~~statements ~~necessitate~~have ~~significant~~been ~~uses~~prepared ofin ~~working~~accordance ~~capital~~with ~~beyond~~generally ~~2010.~~accepted ~~Additionally,~~accounting ~~the~~principles ~~Company’s~~(“GAAP”) as ~~capital~~promulgated ~~requirements~~in ~~will depend on many factors, including~~ the ~~success~~United ofStates ~~the Company’s continued research and development efforts and the status~~ of ~~competitive products~~America. ~~The Company plans to continue financing its operations with cash received from financing activities.~~

~~Page~~All figures 6are in U.S. Dollars.

~~POWERDYNE, INC.~~Going Concern

(ASince its ~~Development~~inception, ~~Stage~~the Company has devoted substantially all of its efforts to business planning, research and development, recruiting management and technical staff, acquiring operating assets and raising capital. The Company has not generated significant revenues from its principal operations until March 6, 2022, with the acquisition of CM Tech that will generate between $1.4 to $2.0M in revenues annually. As of December 31, 2024, the Company had an accumulated deficit of $5,256,887 (December 31, 2023 - $5,077,401). The Company’s continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations and/or obtain additional financing from its members or other sources, as may be required. For the year ended December 31, 2024, CM Tech has negative cash flow from operations in prior year but has turned positive in 2024. The Company is working towards consistently generating positive cash flow from operations by increasing revenues and by analyzing potential acquisition targets.

~~NOTES~~The Company’s TOactivities ~~FINANCIAL~~will ~~STATEMENTS~~necessitate significant uses of working capital beyond December 31, 2024. Additionally, the Company’s capital requirements will depend on many factors, including the success of the Company’s sales, cash flow from operations and the status of competitive products. The Company plans to continue financing its operations with cash received from financing activities, revenue from operations and or affiliate funding.

~~December~~While the 31Company strongly believes that its capital resources will be sufficient in the near term, ~~2010~~there is no assurance that the Company’s activities will generate sufficient revenues to sustain its operations without additional capital or, if additional capital is needed, that such funds, if available, will be obtainable on terms satisfactory to the Company.

The accompanying audited consolidated financial statements have been prepared assuming that the Company will continue as a going concern; however, the above condition raises substantial doubt about the Company’s ability to do so. The consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

Principles of Consolidation

Our consolidated financial statements include the accounts of Powerdyne International Inc and its one division and related subsidiaries. All intercompany transactions and balances between consolidated entities have been eliminated. The Company has the following wholly owned subsidiaries: Creative Motion Technology, LLC and Frame One, LLC.

Reclassifications

Certain amounts in the prior period have been reclassified to conform to the current period presentation. These reclassifications have no material effect on the reported financial results.

F-10

POWERDYNE INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024, and 2023

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

~~Development Stage~~ Cash and ~~Capital~~Cash ~~Resources (continued)~~Equivalents

~~While~~The Company ~~the~~considers ~~Company~~all ~~strongly~~highly ~~believes~~liquid ~~that its~~investments ~~capital~~with ~~resources~~maturities ~~will~~of bethree ~~sufficient in~~months ~~the~~or ~~near~~less ~~term,~~when ~~there~~purchased isto nobe ~~assurance~~cash ~~that~~equivalents. ~~the~~The Company’s did ~~activities~~not ~~will~~have ~~generate~~any ~~sufficient~~cash ~~revenues~~equivalents toas ~~sustain~~of ~~its~~December ~~operations without additional capital~~31, ~~or if additional capital is needed~~2024, ~~that~~and ~~such funds~~2023, ~~if available, will be obtainable on terms satisfactory to the Company~~respectively.

~~Use~~Allowances for ofSales ~~Estimates~~Returns and Doubtful Accounts

~~The~~Sales Returns ~~preparation~~- ofWe ~~financial~~may, ~~statements~~on ina ~~conformity~~case-by-case ~~with~~basis, ~~GAAP~~accept ~~requires~~returns ~~management to make estimates and assumptions that affect the reported amounts~~ of ~~assets~~products ~~and~~from ~~liabilities~~our ~~and~~customers, ~~disclosures~~without ofrestocking ~~contingent~~charges, ~~assets~~when ~~and~~they ~~liabilities~~can atdemonstrate an ~~the~~acceptable ~~date~~cause offor the ~~financial statements and the reported amounts of revenue and expenses during the reporting periods~~return. ~~Actual results could differ from those estimates.~~

~~Fair~~Doubtful Accounts ~~Value~~- Management analysis its accounts receivable in accordance with ASC 326 are their “expected losses” in their portfolio of ~~Financial~~customers. ~~Instruments~~The Company has a direct and long-term relationship with all of its customers. The Company reviews each customer on a quarterly basis. Historically, the Company has not incurred any significant bad debt expenses. Therefore, based on historical results and our current analysis the Company does not expect any credit losses.

The Company’s ~~financial~~operates ~~instruments~~in ~~include~~the ~~cash~~manufacturing and ~~accrued~~retail ~~expenses.~~industry ~~The~~and ~~estimated~~its ~~fair~~accounts ~~value~~receivable ofare ~~these~~primarily ~~instruments~~derived ~~approximates~~from ~~their~~retail ~~carrying~~and ~~amounts~~wholesale customers; ~~due~~the Company recognizes an expected allowance for credit losses. In addition, also at each reporting date, this estimate is updated to reflect any changes in credit risk since the ~~short~~receivable ~~maturity~~was ofinitially ~~these~~which ~~instruments~~could exist in circumstances where amounts are considered at risk or uncollectible.

~~Management~~The allowance ~~believes~~estimate it is ~~not~~derived ~~practical~~from toa ~~estimate~~review ~~the fair value~~ of ~~advances to stockholder because~~ the ~~transactions cannot be assumed to have been consummated at arm~~Company’s ~~length,~~historical ~~the~~losses ~~terms~~based ~~are~~on ~~not~~the ~~deemed~~ageing toof bereceivables. ~~market~~This ~~terms,~~estimate is ~~there~~adjusted ~~are~~for nomanagement’s ~~quoted~~assessment ~~values~~of ~~available~~current ~~for these instruments~~conditions, ~~and~~in anwhich ~~independent valuation would not be practical due~~ to calculate the ~~lack~~expected ofallowance ~~data~~for ~~regarding~~credit ~~similar~~losses. The ~~instruments,~~Company’s ifcustomer ~~any,~~base ~~and~~has ~~the~~remained ~~associated~~constant ~~potential~~since ~~costs~~its inception.

~~Cash~~The Company expects across all pools of accounts receivable that there are no changes in credit losses for 2023 and ~~Cash~~maintains ~~Equivalents:~~a zero balance for 2024 and for 2023. The Company does not expect its credit loss reserve to change in the next twelve months.

The Company ~~considers~~sometimes ~~all~~receives ~~highly-liquid investments~~cash ~~with~~deposits ~~maturities~~in advance of ~~three~~manufacturing ~~months~~and orshipping ~~less~~its ~~when~~products. ~~purchased~~As toof beDecember ~~cash~~31, ~~equivalents~~2024, there is $2,661 (December 31, 2023 - $3,658 advance deposit liability) in advance deposit receivable recorded on the balance sheet. ~~The~~ ~~Company~~When ~~had~~the noproducts ~~cash~~are ~~equivalents~~shipped asto ofor ~~December~~picked ~~31,~~up ~~2010~~by the customer the advance deposits are recognized as product revenue.

~~Concentration of Credit Risk~~Inventory

~~Financial~~Inventory, consisting ~~instruments that potentially subject the Company to concentrations of credit risk consist~~ principally of ~~cash~~products ~~and~~held ~~cash~~for ~~equivalents.~~sale, ~~The~~is ~~Company~~stated ~~places~~at ~~its~~the ~~cash~~lower ~~with~~of ~~high~~cost, ~~quality~~using ~~banking~~the ~~institutions.~~first-in, ~~From~~first-out ~~time to time~~method, ~~the~~and ~~Company~~net ~~maintains~~realizable value. ~~cash~~The ~~balances~~amount atpresented ~~certain institutions~~ in ~~excess~~the ofaccompanying ~~the~~consolidated ~~Federal~~balance ~~Deposit~~sheet ~~Insurance~~has ~~Corporation~~no ~~limit~~valuation allowance.

~~Page~~We regularly 7evaluate our inventory to identify costs in excess of the lower of cost and net realizable value, slow-moving inventory and potential obsolescence.

~~POWERDYNE, INC.~~Equipment

(AEquipment is ~~Development~~stated ~~Stage~~at ~~Company)~~cost. Capital expenditure for improvements and upgrades to existing equipment are also capitalized. Maintenance and repairs are expensed as incurred. The computer equipment is depreciated over 5 years on a straight-line basis. Depreciation expenses for the years ended December 31, 2024, were $-0- and 2023 was $-0-, respectively.

~~NOTES~~Intangible Assets TOand ~~FINANCIAL STATEMENTS~~Goodwill:

~~December~~We account 31for intangible assets and goodwill in accordance with ASC 350 “Intangibles-Goodwill and Other” (“ASC 350”). Goodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and intangible assets acquired. Intangible asset amounts represent the acquisition date fair values of identifiable intangible assets acquired. The fair values of the intangible assets were determined by using the income approach, ~~2010~~discounting projected future cash flows based on management’s expectations of the current and future operating environment. The rates used to discount projected future cash flows reflected a weighted average cost of capital based on our industry, capital structure and risk premiums, including those reflected in the current market capitalization. Definite-lived intangible assets are amortized over their useful lives, which have historically ranged from 10 to 20 years. The carrying amounts of our definite-lived intangible assets are evaluated for recoverability whenever events or changes in circumstances indicate that the entity may be unable to recover the asset’s carrying amount.

We assess our intangible assets in accordance with ASC 360 “Property, Plant, and Equipment” (“ASC 360”). Impairment testing is required when events occur that indicate an asset group may not be recoverable (“triggering events”). As detailed in ASC 360-10-35-21, the following are examples of such events or changes in circumstances (sometimes referred to as impairment indicators or triggers): (a) A significant decrease in the market price of a long-lived asset (asset group) (b) A significant adverse change in the extent or manner in which a long-lived asset (asset group) is being used or in its physical condition. (c) A significant adverse change in legal factors or in the business climate that could affect the value of a long-lived asset (asset group), including an adverse action or assessment by a regulator (d) An accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset (asset group) (e) A current-period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset (asset group) (f) A current expectation that, more likely than not, a long-lived asset (asset group) will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. The term more likely than not refers to a level of likelihood that is more than 50 percent. We have evaluated our intangible assets and found that certain losses and a delay in our business plan may have constituted a triggering event for our intangible assets.

The Company had disposed of all its crypto currencies in the second quarter of 2023. The Company immediately closed its crypto-currency account and / or wallet.

Long-Lived Assets

In accordance with ASC 360, the Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable.

F-11

POWERDYNE INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024, and 2023

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Long-Lived Assets (Continued)

When such factors and circumstances exist, the Company compares the projected undiscounted future cash flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying amount. Impairment, if any, is based on the excess of the carrying amount over the fair value, based on market value when available, or discounted expected cash flows, of those assets and is recorded in the period in which the determination is made. The Company’s management currently believes there is no impairment of its long-lived assets since they are fully amortized and / or disposed of. There can be no assurance, however, that market conditions will not change or demand for the Company’s products under development will continue. Either of these could result in future impairment of long-lived assets, if the Company acquires any long-lived assets.

Business Combinations

We apply the provisions of ASC 805, Business Combinations (ASC 805), in accounting for our acquisitions. ASC 805 requires that we evaluate whether a transaction pertains to an acquisition of assets, or to an acquisition of a business. A business is defined as an integrated set of assets and activities that is capable of being conducted and managed for the purpose of providing a return to investors. Asset acquisitions are accounted for by allocating the cost of the acquisition to the individual assets and liabilities assumed on a relative fair value basis; whereas the acquisition of a business requires us to recognize separately from goodwill the assets acquired, and the liabilities assumed at the acquisition date fair values. Goodwill as of the business acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. While we use our best estimates and assumptions to accurately value assets acquired and liabilities assumed at the business acquisition date as well as any contingent consideration, where applicable, our estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the business acquisition date, we record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of a business acquisition’s measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to our consolidated statements of operations.

In addition, uncertain tax positions and tax related valuation allowances assumed in a business combination are initially estimated as of the acquisition date. We reevaluate these items quarterly based upon facts and circumstances that existed as of the business acquisition date with any adjustments to our preliminary estimates being recorded to goodwill if identified within the measurement period. Subsequent to the measurement period or our final determination of the tax allowances or contingency’s estimated value, whichever comes first, changes to these uncertain tax positions and tax-related valuation allowances will affect our provision for income taxes in our consolidated statement of operations and could have a material impact on our results of operations and financial position.

Advertising Expenses

The Company records advertising expenses per ASC 720-35-50-1, which are expensed as they are incurred or the first time when the advertising takes place. During the years ended December 31, 2024, and 2023, there were no advertising costs incurred by the Company.

Shipping Activities

Outbound shipping charges to customers are included in “Product revenue”. Outbound shipping-related costs are included in “Cost of products sold”.

Stock-Based Compensation

Share-based compensation is accounted for based on the requirements of ASC 718, “Compensation-Stock Compensation’ (“ASC 718”) which requires recognition in the financial statements of the cost of employee, consultant, or director services received in exchange for an award of equity instruments over the period the employee, consultant, or director is required to perform the services in exchange for the award (presumptively, the vesting period). ASC 718 also requires measurement of the cost of employee, consultant, or director services received in exchange for an award based on the grant-date fair value of the award.

Income Taxes

We account for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are recorded, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740, Income Taxes (“ASC 740”), which clarifies the accounting and disclosure for uncertainty in tax positions, as defined, seeks to reduce the diversity in practice associated with certain aspects of the recognition and measurement related to accounting for income taxes. We adopted the provisions of ASC 740 as of January 1, 2007, and have analyzed filing positions in each of the federal and state jurisdictions where we are required to file income tax returns, as well as all open tax years in these jurisdictions. We have identified the U.S. federal, Rhode, Island and Massachusetts as our “major” tax jurisdictions. With limited exceptions, we remain subject to Internal Revenue Service (“IRS”) examination of our income tax returns filed within the last three (3) years, and to Massachusetts Department of Revenue examination of our income tax returns filed within the last four (4) years. However, we have certain tax attribute carry forwards which will remain subject to review and adjustment by the relevant tax authorities until the statute of limitations closes with respect to the year in which such attributes are utilized.

We believe that our income tax filing positions and deductions will be sustained in the audit and do not anticipate any adjustments that will result in a material change to our financial position. Therefore, no reserves for uncertain income tax positions have been recorded pursuant to ASC 740. Our policy for recording interest and penalties associated with income-based tax audits is to record such items as a component of income taxes.

F-12

POWERDYNE INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024, and 2023

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Financial Instruments

The Company follows Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures” (“ASC 820”), for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that requires the use of fair value measurements, establishes a framework for measuring fair value, and expands disclosure about such fair value measurements.

ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below:

Level 1: Applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2: Applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3: Applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company analyzes all financial instruments with features of both liabilities and equity under the Financial Accounting Standard Board’s (“FASB”) accounting standard for such instruments. Under this standard, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

The Company’s financial instruments consisted of cash, accounts receivable, intangible assets – cryptocurrency, accounts payable and accrued expenses, advance deposit, due to related party – CEO and sales tax payable. The estimated fair value of these financial instruments approximates its carrying amount based on the short-term maturity of these instruments.

Other Comprehensive Income

The Company has analyzed paragraphs ASC 220-10-45-1 to ASC 220-10-45-10B and none of the items recorded in the income statement would qualify as Other Comprehensive Income.

F-13

POWERDYNE INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024, and 2023

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Loss per Common Share

Basic loss per common share excludes dilutive securities and is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted earnings per common share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. As of December 31, 2024, and December 31, 2023, there were no outstanding dilutive securities, except as of December 31, 2024, there was 2,000,000 Series A Preferred Stock outstanding, however, they were not included in the calculations as they are considered anti-dilutive.

The following table represents the computation of basic and diluted losses per share:

Net loss per share is based upon the weighted average shares of common stock outstanding.

	Year ended December 31, 2024			Year ended December 31, 2023

Loss available for common shareholder	$	(179,579	)	$	(84,173	)
Basic and fully diluted loss per share	$	(0.00	)	$	(0.00	)

Weighted average common shares outstanding - basic and diluted		1,884,930,584			1,881,355,242

Use of Estimates and Assumptions

Our management has made several estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare these consolidated financial statements in conformity with accounting principles generally accepted in the United States of America. Actual results could differ from those estimates.

F-14

POWERDYNE INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024, and 2023

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Recent Accounting Guidance Not Yet Adopted

None

Recent Accounting Guidance Adopted

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This ASU enhances the disclosures related to segment reporting for public entities. It requires entities to disclose significant segment expenses for each reportable segment, providing greater transparency in segment performance. The ASU is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating how this ASU will impact its consolidated financial statements and disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU enhances the transparency and decision usefulness of income tax disclosures. It is designed to provide more detailed information about an entity’s income tax expenses, liabilities, and deferred tax items, potentially affecting how companies report and disclose their income tax-related information. The ASU is effective for public business entities for annual periods beginning after December 15, 2024, including interim periods within those fiscal years. The Company is currently evaluating how this ASU will impact its consolidated financial statements and disclosures.

In June 2023, the FASB issued ASU 2023-07, which enhances the disclosure requirements for reportable segments. The ASU requires public entities to disclose significant segment expenses that are regularly provided to the chief operating decision maker, aiming to improve the transparency and usefulness of segment reporting. The amendments are effective for public business entities for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted. The Company adopted the amendments in this update during the current year and the adoption did not have a material impact on its consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, which enhances the transparency and decision usefulness of income tax disclosures. The ASU requires public business entities to disclose specific categories in the rate reconciliation and additional information for reconciling items that meet a quantitative threshold. It also mandates the disclosure of income taxes paid disaggregated by jurisdiction. The amendments are effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating how this ASU will impact its consolidated financial statements and disclosures. The Company has implemented all new accounting pronouncements that are in effect and that may impact its consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its consolidated financial position or consolidated results of operations.

Lease Accounting

For contracts entered into on or after October 1, 2019, the Company assesses at contract inception whether the contract is, or contains, a lease. Generally, it determines that a lease exists when (i) the contract involves the use of a distinct identified asset, (ii) obtains the right to substantially all economic benefits from use of the asset and (iii) it has the right to direct the use of the asset.

At the lease commencement date, the Company recognizes a right-of-use asset and a lease liability for all leases, except short-term leases with an original term of 12 months or less. The right-of-use asset represents the right to use the leased asset for the lease term. The lease liability represents the present value of the lease payments under the lease. The right-of-use asset is initially measured at cost, which primarily comprises the initial amount of the lease liability, plus any prepayments to the lessor and initial direct costs, such as brokerage commissions, less any lease incentives received.

All right-of-use assets are periodically reviewed for impairment in accordance with standards that apply to long-lived assets. The lease liability is initially measured at the present value of the lease payments, discounted using an estimate of the Company’s incremental borrowing rate for a collateralized loan with the same term as the underlying lease. The incremental borrowing rates used for the initial measurement of lease liabilities as of October 1, 2019, were based on the original lease terms.

Lease payments included in the measurement of lease liabilities consist of (i) fixed lease payments for the noncancelable lease term, (ii) fixed lease payments for optional renewal periods where it is reasonably certain the renewal option will be exercised, and (iii) variable lease payments that depend on an underlying index or rate, based on the index or rate in effect at lease commencement. Certain of the Company’s real estate lease agreements require variable lease payments that do not depend on an underlying index or rate, such as sales and value-added taxes, the Company’s proportionate share of actual property taxes, insurance, common area maintenance, and utilities. The Company has elected an accounting policy, as permitted by ASC 842, not to account for such payments as part of related lease payments. Consequently, such payments are recognized as operating expenses when incurred.

Lease expense for operating leases consists of the fixed lease payments recognized on a straight-line basis over the lease term plus variable lease payments as incurred. Amortization of the right-of-use asset for operating leases reflects amortization of the lease liability, any differences between straight-line expense and related lease payments during the accounting period, and any impairments. Finance lease payments are allocated between a reduction of the lease liability and interest expense, and the related asset is depreciated as described under “Equipment” above.

Revenue Recognition

~~The~~As of ~~Company~~March is6, in2022, with the ~~development~~acquisition ~~stage~~of ~~and~~CM ~~has~~Tech, ~~yet~~we torecognize ~~realize~~revenue ~~revenues~~ from ~~planned~~contracts ~~operations. The~~with ~~Company~~customers ~~will recognize revenue on arrangements~~ in accordance with Financial Accounting Standards Board ~~Accounting Standards Codification~~ (“~~ASC~~FASB”) ~~No.~~ASC ~~605~~Topic 606, “Revenue ~~Recognition”. In~~from ~~all~~Contracts ~~cases,~~with ~~revenue~~Customers” (“ASC 606”). Revenue is recognized ~~only~~at ~~when~~ the ~~price~~point isat ~~fixed~~which ~~and~~control ~~determinable,~~of ~~persuasive~~the ~~evidence~~underlying ofproducts anare ~~arrangement~~transferred ~~exists,~~to the ~~service~~customer. isSatisfaction ~~performed~~of ~~and~~our ~~collectability~~performance obligations ofoccurs upon the ~~resulting~~transfer ~~receivable~~of iscontrol ~~reasonably~~of ~~assured~~products from our facilities. ~~The~~ ~~Company~~We ~~has~~consider ~~not~~customer ~~recorded~~purchase ~~any~~orders ~~sales~~to ~~transactions~~be ~~since~~the ~~inceptions~~contracts with a customer. All revenue is generated from contracts with customers.

~~Equipment,~~Major Customers ~~net~~and Concentration of Credit Risk

~~Equipment~~The Company ishas ~~stated~~two atmajor ~~cost.~~customers, ~~Capital~~which ~~expenditures~~account for ~~improvements~~approximately ~~and~~66% ~~upgrades~~of tothe ~~existing~~balance ~~equipment~~of ~~are~~accounts ~~also~~receivable ~~capitalized. Maintenance and repairs are expensed~~ as ~~incurred.~~of ~~The~~December ~~machinery~~31, ~~and~~2024 ~~equipment~~(December 31, is2023 ~~currently~~– ~~classified~~66%) ~~as ‘construction in process’~~ and it30% isof the Company’s ~~policy~~revenues tofor ~~begin~~the ~~depreciation~~year ~~once~~ended ~~the~~December ~~assets~~31, ~~are~~2024 ~~placed~~(December ~~into~~31, ~~service. Equipment~~2023 is– ~~depreciated~~22%) ~~over~~were attributable ~~the~~to ~~estimated~~these ~~useful~~same ~~life~~customers. ofThe ~~ten~~Company ~~years~~evaluates onindustry ~~straight-line~~specific ~~basis~~credit ~~when~~risk ~~the~~but ~~assets~~does ~~are~~not ~~put~~believe ~~into~~that ~~use. Depreciation~~any ~~expense~~material ~~for~~risk is ~~the~~identified ~~period~~that ~~from~~could ~~inception,~~materially ~~February~~impact 2,on ~~2010,~~our toresults ~~December~~of ~~31,~~consolidated ~~2010~~operations ~~was~~and ~~zero~~consolidated financial position.

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company places its cash with high quality banking institutions. From time to time, the Company may maintain cash balances at certain institutions in excess of the Federal Deposit Insurance Corporation limit of $250,000. The Company has not incurred any loss from this risk, nor does it expect it to. The Company’s revenues from product sales and accounts receivable have no material or significant concentration in anyone or a multitude of customers and all receivables are expected to be collected.

Segment Reporting

ASC Topic 280, “Segment Reporting,” requires use of the “management approach” model for segment reporting. The management approach model is based on the way a Company’s management organizes segments within the Company for making operating decisions and assessing performance.

We primarily service the Original Equipment Manufacturers (OEM’s) in the semiconductor market by supplying custom designed motors for the robotics used in semiconductor manufacturing equipment. We also provide custom picture framing under Frame One. We consider both businesses to operate as their own business for reporting purposes. We provide cost-effective value-added turn-key solutions to our clients’ drives and articulation needs.

F-15

POWERDYNE INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024, and 2023

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

The Market

We service the Global Semiconductor Equipment Manufactures CM Tech’s sales to international customers were 18% and 32% of our total sales in 2024 and 2023, respectively.

4. ACCOUNTS RECEIVABLE

Accounts receivable primarily relate to uncollected sales of custom designed motors and custom picture frames. Differences between the amounts from customers less an estimated allowance for doubtful accounts, if deemed necessary by management, and based on review of all outstanding amounts on a monthly basis. Management determines the allowance for doubtful accounts, if any, by identifying troubled accounts and by using historical experience applied to the aging of accounts. As of December 31, 2024, and 2023 there was no allowance for doubtful accounts required.

5. INVENTORIES

As of December 31, 2024, and 2023, the Company’s inventories consist of custom designed motors and picture frames. Inventories are valued at the lower cost of the market (net realizable value).

6. EQUIPMENT - NET

Equipment consists of the following as of December 31, 2024, and 2023:

SCHEDULE OF EQUIPMENT-NET

	December 31,			December 31,
	2024			2023
		(unaudited)			(audited)
Cryptocurrency miners	$	15,000		$	15,000
Less accumulated depreciation		(15,000	)		(15,000	)

Total Property and Equipment	$	-		$	-

Equipment is stated at cost and depreciated on a straight- line basis over the assets’ estimated useful lives: computer equipment 5 years. Total depreciation expenses for the year ended December 31, 2024, and 202 were $-0- and $-0-, respectively.

During the quarter ended March 31, 2019, Powerdyne International, Inc. purchased several crypto currency miners and began mining certain crypto coins. This was done in an effort to enter into the crypto markets and explore other potential revenue opportunities for Powerdyne International, Inc.

During the year ended December 31, 2022, Powerdyne stopped the mining of Sia coin and any crypto currency due to the lack of productivity of its crypto miners.

F-16

POWERDYNE INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024, and 2023

7. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

As of December 31, 2024, and 2023, our accounts payable are primarily made up of trade payables for purchase of motor parts and picture frames. Additionally, our accounts payable and accrued liabilities will consist of other vendor invoices, amounts owed to employees and other invoices related to the Company’s advisors.

8. DUE TO RELATED PARTY - CEO

DUE TO RELATED PARTY – CEO

During the year ended December 31, 2024, our CEO advanced the Company $-0- December 31, 2023, -. The amount accrued but not yet paid to our CEO on December 31, 2024, and December 31, 2023, was $238,079 and $238,079, respectively. The debt is unsecured and is not guaranteed by the Company. The CEO can call debt obligation at any time.

9. ACQUISITION OF PRIVATE COMPANY OWNED BY CEO

On March 6, 2022, pursuant to a Securities Purchase Agreement (the “SPA”), Powerdyne International, Inc. (the “Company”), acquired 100% of the issued and outstanding membership interests of Creative Motion Technology, LLC, a Massachusetts limited liability company, (the “Membership Interest”). The Membership Interest was owned by Mr. James F. O’Rourke, the principal owner and sole director and officer of the Company. The purchase price paid by the Company was 2,000,000 shares of its Series A Preferred Stock valued at $1,500,000, The Series A Preferred Stock, shall be entitled to have one thousand (1,000) votes per one (1) share, at each meeting of stockholders of the Corporation (or pursuant to any action by written consent) with respect to any and all matters presented to the stockholders of the Corporation for their action or consideration. The holders of Series A Preferred Stock shall vote together with the holders of Common Stock as a single class.

The foregoing description of the SPA does not purport to be complete and is qualified in its entirety by reference to the complete text of the document, which is filed as an exhibit to this report and is incorporated herein by reference.

The following table summarizes the consideration transferred to acquire CM Tech and the amounts of identified assets acquired recorded at historical cost at the acquisition date and the consideration provided:


Cash	$	26,042
Inventory		82,588
Total Assets Acquired		108,630
Loss on acquisition of entity owned by CEO.		1,391,370

The purchase price consists of the following:
Preferred Shares		1,500,000
Total Purchase Price	$	1,500,000

The historical cost of the assets acquired includes cash and inventory at approximately $108,630. There is no impairment to the cash and inventory received.

F-17

POWERDYNE INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024, and 2023

9. ACQUISITION OF PRIVATE COMPANY OWNED BY CEO (Continued)

Business combination related costs were expensed as incurred and consisted of various advisory, legal, accounting and other professionals approximate $65,000 for the year end December 31, 2022. These costs are included in general and administrative expenses in our consolidated statement of operations.

The pro forma financial information below presents statements of operations data as if the acquisition of CM Tech took place on January 1, 2020. The audited financial information does not purport to be indicative of the Company’s combined results of operations which would actually have been obtained had the acquisition taken place on January 1, 2020, nor should it be taken as indicative of future consolidated results of operations.

SCHEDULE OF STATEMENTS OF OPERATION

	Consolidated		Consolidated
	For the year		For the year
	ended		ended
	December 31, 2021		December 31, 2020

Revenues	$	1,224,290	$	985,613
Cost of Goods Sold		721,243		525,454
Gross profit	$	503,047	$	460,159
Operating expenses		265,779		245,531

Net Income	$	237,268	$	214,628

10. STOCKHOLDERS’ DEFICIT

Preferred Stock – There are 20,000,000 shares of authorized preferred stock, par value $0.0001 per share, with 2,000,000 shares issued and outstanding as of December 31, 2024, and 2023. The 2,000,000 preferred shares were issued to our CEO. The Series A Preferred Stock, shall be entitled to have one thousand (1,000) votes per one (1) share, at each meeting of stockholders of the Corporation (or pursuant to any action by written consent) with respect to any and all matters presented to the stockholders of the Corporation for their action or consideration. The holders of Series A Preferred Stock shall vote together with the holders of Common Stock as a single class.

Common Stock – There are 2,000,000,000 shares of authorized Class A common stock, par value $0.0001 per share, with 1,884,930,584 shares issued and outstanding as of December 31, 2024, and 1,862,430,584 shares issued and outstanding as of December 31, 2023.

March 6, 2022, the Company issued 2,000,000 preferred shares to our CEO in exchange for his 100% owned private company CMT Tech.

Common stock was issued by the Company for the year ended December 31, 2023, as described below and no common stock was issued by the Company for the year ended December 31, 2024.

Stock issued for services.

On February 27, 2023, the Company issued 7,500,000 shares to a consultant as compensation for accounting services rendered. The fair value of the services was $3,000.

On February 27, 2023, the Company issued 15,000,000 shares to a consultant as compensation for legal services rendered. The fair value of the services was $6,000.

The Company recorded $9,000 as compensation expense for the 22,500,000 shares issued to third party consultants, which was the fair value of the shares on the date of issuance.

The Company relied upon Section 4(2) and/or Regulation D of the Securities Act of 1933, as amended, for the issuance of these securities. No commissions were paid regarding the share issuance, and the share certificates were issued, or “book entry”, with a Rule 144 restrictive legend.

11. INCOME TAXES

Income tax provision is summarized as follows:

SCHEDULE OF INCOME TAX PROVISION

	2024			2023
	Year Ended December 31,
	2024			2023
Current:
Federal	$	37,712		$	17,676
State		14,366			6,734
Total		52,078			24,410
Deferred:
Federal		-			-
State		-			-
Change in valuation allowance		205,606			434,409
Net operating losses		(257,684	)		(458,819	)

Income tax provision	$	-		$	-

F-18

POWERDYNE INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024, and 2023

11. INCOME TAXES (Continued)

The actual income tax provision differs from the “expected” tax computed by applying the Federal corporate tax rate of 21% to the income before income taxes as follows:

SCHEDULE OF INCOME BEFORE INCOME TAXES

		2024			2023
	Year Ended December 31,
		2024			2023
“Expected” income tax benefit	$	37,712		$	17,676
State tax expense, net of Federal Benefit		14,366			6,734
Change in valuation allowance		205,606			434,409
Other		-			-
Net operating losses		(257,684	)		(458,819	)

Income tax provision	$	-		$	-

The tax effects of temporary differences which give rise to significant portions of the deferred taxes are summarized as follows:

	2024			2023
	Year Ended December 31,
	2024			2023
Deferred tax assets:
Inventory reserves	$	-		$	-
Allowances for bad debts and returns		-			-
Accrued expenses		6,727			(19,301	)
Asset valuation reserves		-			-
Net operating loss carry forwards - estimated		5,576,462			5,396,883
Other					-
Total deferred tax assets		5,583,188			5,377,582
Valuation allowance		(5,583,188	)		(5,377,582	)

Net deferred tax assets		-			-
Deferred tax liabilities:
Deferred state taxes		-			-
Total deferred tax liabilities		-			-

Net deferred tax assets	$	-		$	-

As of December 31, 2024, we have an estimated $5,576,462 (2023 - $5,396,883) in estimated net operating loss carry forwards for federal and state income tax purposes. In assessing the realizability of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. We consider the scheduled reversal of deferred tax assets, the level of historical taxable income and tax planning strategies in making the assessment of the realizability of deferred tax assets. We have identified the U.S. federal, Delaware, and Massachusetts “major” tax jurisdiction. Delaware is for Franchise Tax Purposes only, which we paid $1,250 in 2024 and 2023. With limited exceptions, we remain subject to IRS examination of our income tax returns filed within the last three (3) years, and to Massachusetts Department of Revenue examination of our income tax returns within the last four (4) years.

12. COMMITMENTS AND CONTINGENCIES

Office Space

Our corporate headquarters are in a full-service office suite located in a building in North Reading, Massachusetts, consisting of approximately 5,000 square feet of retail, manufacturing, and office space. The Company’s contractual term as of December 31, 20243, is less than twelve months. The agreement has no option for renewal and no bargain purchase option. Based on these facts and other legal terms in the rental agreement. The Company has recorded the agreement as a rental contract as its terms are effectively a month-to-month contract and can be terminated at any time. The Company pays $5,000 a month and the contract formally expires in January 2025. The Company records $5,000 every month as an expense.

Litigation

There is no pending, threatened or actual legal proceedings in which the Company or any subsidiary is a party.

13. SUBSEQUENT EVENTS

On March 25, 2025, The Delaware Secretary of State approved an amendment authorizing the Company to increase the number of authorized shares of common stock to three billion twenty million (3,020,000,000) shares, consisting of three billion (3,000,000,000) shares of common stock and twenty million (20,000,000) shares of preferred stock.

F-19

CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2025, AND DECEMBER 31, 2024 (AUDITED)

TABLE OF CONTENTS

	Page No.
Condensed Consolidated Balance Sheets as of September 30, 2025, and December 31, 2024 (Audited)	F-21
Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2025, and 2024	F-22
Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the three and nine months ended September 30, 2025, and 2024,	F-23
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2025, and 2024	F-24
Notes to Condensed Consolidated Financial Statements	F-25

F-20

POWERDYNE INTERNATIONAL, INC.

CONDENSED CONSOLIDATED BALANCE SHEET

	September 30, 2025			December 31, 2024
	(unaudited)			(audited)
ASSETS

Current Assets:
Cash	$	31,183		$	45,579
Trade accounts receivable		104,467			87,456
Inventories		55,564			74,488
Advance deposit		-			2,662
Sales tax receivable		-			9,145
Right of use asset - current		54,640			-
Total current assets		245,854			219,330

Property and Equipment
Cryptocurrency miners		15,000			15,000
Less: accumulated depreciation		(15,000	)		(15,000	)
Total property and equipment		-			-
Right of use asset - long term		82,665			-

Total Assets	$	328,519		$	219,330

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities:
Accounts payable and accrued expenses	$	96,318		$	69,294
Advance deposits		1,850			-
Due to related party - CEO		233,579			238,079
Sales tax payable		1,710			-
Short term loan payable		87,046			-
Loan related party		40,000
Line of credit		215,950			165,500
Operating lease liability - current		54,640			-
Total Current Liabilities		731,092			472,873
Operating lease liability - long term		82,665			-
Total Liabilities		813,758			472,873

Stockholders’ Deficit:

Preferred stock, $0.0001 par value, 20,000,000 shares authorized, 2,000,000 shares issued and outstanding as of September 30, 2025, and December 31, 2024, respectively.		200			200
Common stock, $0.0001 par value, 2,000,000,000 shares authorized, 1,884,930,584 shares issued and outstanding as of September 30, 2025, and December 31, 2024, respectively.		188,493			188,493
Additional paid-in capital		4,814,651			4,814,651
Accumulated deficit		(5,488,581	)		(5,256,887	)
Total Stockholders’ Deficit		(485,238	)		(253,543	)

Total Liabilities and Stockholders’ Deficit	$	328,520		$	219,330

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-21

POWERDYNE INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	For the three			For the three			For the nine			For the nine
	months ended			months ended			months ended			months ended
	September 30, 2025			September 30, 2024			September 30, 2025			September 30, 2024

Revenues	$	270,316		$	273,749		$	872,135		$	867,016
Cost of revenues		143,315			145,901			668,807			641,393
Gross profit		127,001			127,848			203,328			225,624
Operating expenses		147,431			115,026			435,022			331,841
Loss from operations and before
income taxes		(20,429	)		(12,821	)		(231,694	)		(106,217	)
Loss from operations and before income taxes		(20,429	)		(12,821	)		(231,694	)		(106,217	)
Income tax expense		-			-			-			-

Net loss	$	(20,429	)	$	(12,821	)	$	(231,694	)	$	(106,217	)

Basic and diluted - loss per common share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Basic and diluted - weighted average common shares outstanding		1,884,930,584			1,884,930,584			1,884,930,584			1,884,930,584

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-22

POWERDYNE INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

(Unaudited)

									Additional					Total
									Additional					Total
	Preferred Stock				Common Stock				Paid-In		Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Equity / (Deficit)

Balance, December 31, 2023		2,000,000	$	200		1,884,930,584	$	188,493	$	4,814,651	$	(5,077,401	)	$	(74,056	)

Net loss		-		-		-		-		-		(95,702.00	)		(95,702	)

Balance, March 31, 2024		2,000,000.00		200.00		1,884,930,584.00		188,493.00		4,814,651.00		(5,173,103	)		(169,759	)

Net loss		-	$	-		-		-		-		(23,336	)		(23,336	)

Balance, June 30, 2024		2,000,000		200		1,884,930,584		188,493		4,814,651		(5,196,439	)		(193,095	)

Net loss		-	$	-		-	$	-	$	-		12,821			12,821

Balance, September 30, 2024		2,000,000		200		1,884,930,584		188,493		4,814,651		(5,183,618	)		(180,274	)

Balance, December 31, 2024		2,000,000	$	200		1,884,930,584	$	188,493	$	4,814,651	$	(5,256,887	)	$	(253,543	)

Net loss		-		-		-		-		-		(55,134	)		(55,134	)

Balance, March 31, 2025		2,000,000	$	200		1,884,930,584	$	188,493	$	4,814,651	$	(5,312,021	)	$	(308,678	)

Net loss		-		-		-		-		-		(156,131	)		(156,131	)

Balance, June 30, 2025		2,000,000	$	200		1,884,930,584	$	188,493	$	4,814,651	$	(5,468,152	)	$	(464,809	)
Balance		2,000,000	$	200		1,884,930,584	$	188,493	$	4,814,651	$	(5,468,152	)	$	(464,809	)

Net loss		-		-		-		-		-		(20,429	)		(20,429	)

Balance, September 30, 2025		2,000,000	$	200		1,884,930,584	$	188,493	$	4,814,651	$	(5,488,581	)	$	(485,238	)
Balance		2,000,000	$	200		1,884,930,584	$	188,493	$	4,814,651	$	(5,488,581	)	$	(485,238	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-23

POWERDYNE INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the nine			For the nine
	months ended			months ended
	September 30, 2025			September 30, 2024
Operating Activities:
Net loss	$	(231,694	)	$	(106,217	)
Adjustments to reconcile net loss to net cash used for operating activities:
Non cash financing costs		27,046			-
Changes in operating assets and liabilities:
Trade accounts receivable		17,010			16,015
Inventories		(18,924	)		(7,793	)
Loan origination fee		-			(11,700	)
Accounts payable and accrued expenses		8,488			3,884
Advance deposits		3,339			(619	)
Sales taxes payable		7,435			(5,806	)
Net cash used for operating activities		(187,300	)		(112,236	)

Investing Activities:
Net cash provided by investing activities		-			-

Financing Activities:
Short term loan payable		87,046			(8,781	)
Loan related party		40,000			-
Due to CEO		(4,500	)		-
Advance to entities		-			(82,965	)
Line of credit		50,450			162,500
Net cash provided by financing activities		172,996			70,754

Net decrease in cash		(14,304	)		(41,482	)
Cash, beginning of period		45,579			84,004

Cash, end of period	$	31,275		$	42,522

Supplemental disclosure of cash flow information
Cash paid for interest	$	15,450		$	477
Cash paid for taxes	$	-		$	-

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-24

POWERDYNE INTERNATIONAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2025, and 2024

1. ORGANIZATION

Powerdyne, Inc., was incorporated on February 2, 2010, in Nevada, and is registered to do business in Rhode Island and Massachusetts. On February 7, 2011, Powerdyne, Inc. merged with Powerdyne International, Inc., formerly Greenmark Acquisition Corporation, a publicly held Delaware corporation.

At the closing of the merger, each share of Powerdyne, Inc.’s common stock issued and outstanding immediately prior to the closing of the Merger was exchanged for the right to receive 7,520 shares of common stock of Powerdyne International, Inc. Accordingly, an aggregate of 188,000,000 shares of common stock of Powerdyne International, Inc. were issued to the holders of Powerdyne, Inc.’s common stock.

In 2014, Powerdyne International, Inc. filed an amendment to its Articles of Incorporation which increased the authorized capital stock to 550,000,000 common shares, par value $0.0001 per share.

On March 6, 2022, pursuant to a Securities Purchase Agreement (the “SPA”), Powerdyne International, Inc. (the “Company”), acquired all of the issued and outstanding membership interests of Creative Motion Technology, LLC, a Massachusetts limited liability company, (the “Membership Interests”). Membership Interests are owned by Mr. James F. O’Rourke, the principal owner and sole director and officer of the Company. The purchase price paid by the Company was 2,000,000 shares of its Series A Preferred Stock valued at $1,500,000. The Series A Preferred Stock shall be entitled to have one thousand (1,000) votes per one (1) share, at each meeting of stockholders of the Corporation (or pursuant to any action by written consent) with respect to any and all matters presented to the stockholders of the Corporation for their action or consideration. The holders of Series A Preferred Stock shall vote together with the holders of Common Stock as a single class.

F-25

POWERDYNE INTERNATIONAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2025, and 2024

1. ORGANIZATION (continued)

2. REVERSE MERGER ACCOUNTING

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The summary of significant accounting policies presented below is designed to assist in understanding the Company’s financial statements. Such condensed consolidated financial statements and accompanying notes are a representation of the Company’s management, who are responsible for integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America (‘GAAP”) in all material respects and have been consistently applied in preparing the accompany condensed consolidated financial statements.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) as promulgated in the United States of America.

F-26

POWERDYNE INTERNATIONAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2025, and 2024

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Going Concern

Since its inception, the Company has devoted substantially all of its efforts to business planning, research and development, recruiting management and technical staff, acquiring operating assets and raising capital. As of September 30, 2025, the Company had an accumulated deficit of $5,488,581 (December 31, 2024 - $5,256,887). The Company’s continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations and/or obtain additional financing from its members or other sources, as may be required.

The Company’s activities will necessitate significant uses of working capital beyond September 30, 2025. Additionally, the Company’s capital requirements will depend on many factors, including the success of the Company’s sales and the status of competitive products. The Company plans to continue financing its operations with cash received from financing activities, revenue from operations and or affiliate funding.

While the Company strongly believes that its capital resources will be sufficient in the near term, there is no assurance that the Company’s activities will generate sufficient revenues to sustain its operations without additional capital or, if additional capital is needed, that such funds, if available, will be obtainable on terms satisfactory to the Company.

The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern; however, the above condition raises substantial doubt about the Company’s ability to do so. The condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

Principals of Consolidation

Our condensed consolidated financial statements include the accounts of Powerdyne International Inc and its one division and related subsidiaries. All intercompany transactions and balances between consolidated entities have been eliminated. The Company has the following wholly owned subsidiaries: Creative Motion Technology, LLC and Frame One, LLC.

Reclassifications

Certain amounts in the prior period have been reclassified to confirm for the current period presentation. These reclassifications have no material effect on the reported financial results.

Concentration of Credit Risk

F-27

POWERDYNE INTERNATIONAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2025, and 2024

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Cash and Cash Equivalents

The Company considers all highly liquid investments with maturities of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2025, and December 31, 2024, respectively.

Allowance for Sale Returns and Doubtful Accounts

Sales Returns – We may, on a case-by-case basis, accept returns of products from our customers, without restocking charges, when they can demonstrate an acceptable cause for the return.

Doubtful Accounts – Accounts receivable are recorded at net realizable value or the amount we expect to collect on gross customer trade receivables. We evaluate the collectability of our accounts receivable based on a combination of factors. If we become aware of a customer’s inability to meet its financial obligations after a sale has occurred, we record an allowance to reduce the net receivable to the amount we reasonably believe we will be able to collect from the customer. For all other customers, we recognize allowances for doubtful accounts based on the length of time the receivables are past due, the current business environment and historical experience. If the financial condition of our customers were to deteriorate or if economic conditions worsen, additional allowances may be required in the future. All of our accounts receivable are trade-related receivables.

The allowance for sales returns and doubtful accounts as of September 30, 2025, and 2024 was $0, respectively.

The Company sometimes receives cash deposits in advance of manufacturing and shipping its products. As of September 30, 2025, there is $1,850 (December 31, 2024 - $2,662 (asset)) in advance deposits recorded on the balance sheet. When the products are shipped or provided to the customer the advance deposits are recognized as product revenue.

Inventories

Inventories, consisting principally of products held for sale, is stated lower of cost, using the first-in, first-out method, and net realizable value. The amount presented in the accompanying condensed consolidated balance sheet has no valuation allowance.

As of September 30, 2025, and December 31, 2024, the Company’s inventories consist of custom designed motors and picture frames. Inventories are valued at the lower cost of the market (net realizable value).

Equipment

Equipment is stated at cost. Capital expenditure for improvements and upgrades to existing equipment are also capitalized. Maintenance and repairs are expensed as incurred. The computer equipment is depreciated over 5 years on a straight-line basis. Depreciation expenses for the three and nine months ended September 30, 2025, and 2024 were $0, respectively.

F-28

POWERDYNE INTERNATIONAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2025, and 2024

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Intangible Asset and Goodwill

We account for intangible assets and goodwill in accordance with ASC 350 “Intangibles-Goodwill and Other” (“ASC 350”). Goodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and intangible assets acquired. Intangible asset amounts represent the acquisition date fair values of identifiable intangible assets acquired. The fair values of the intangible assets were determined by using the income approach, discounting projected future cash flows based on management’s expectations of the current and future operating environment. The rates used to discount projected future cash flows reflected a weighted average cost of capital based on our industry, capital structure and risk premiums, including those reflected in the current market capitalization. Definite-lived intangible assets are amortized over their useful lives, which have historically ranged from 10 to 20 years. The carrying amounts of our definite-lived intangible assets are evaluated for recoverability whenever events or changes in circumstances indicate that the entity may be unable to recover the asset’s carrying amount.

Long-Lived Assets

In accordance with ASC ~~350-30 (formerly SFAS No. 144~~360, ~~Accounting for~~ the ~~Impairment or Disposal of Long-Lived Assets), the~~ Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that their ~~then~~net ~~carrying~~book ~~values~~value may not be recoverable. When such factors and circumstances exist, the Company compares the projected undiscounted future cash flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying amount. Impairment, if any, is based on the excess of the carrying amount over the fair value, based on market value when available, or discounted expected cash flows, of those assets and is recorded in the period in which the determination is made. The Company’s management currently believes there is no impairment of its long-lived assets. There can be no assurance however, that market conditions will not change or demand for the Company’s products under development will continue. Either of these could result in future impairment of long-lived assets.

~~Page 8~~F-29

POWERDYNE INTERNATIONAL, INC.

(ANOTES TO ~~Development~~CONDENSED ~~Stage~~CONSOLIDATED ~~Company~~FINANCIAL STATEMENTS (UNAUDITED)

~~NOTES~~September 30, TO2025, ~~FINANCIAL~~and ~~STATEMENTS~~2024

December 31, 2010

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Long-Lived Assets (Continued)

When such factors and circumstances exist, the Company compares the projected undiscounted future cash flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying amount. Impairment, if any, is based on the excess of the carrying amount over the fair value, based on market value when available, or discounted expected cash flows, of those assets and is recorded in the period in which the determination is made. The Company’s management currently believes there is no impairment of its long-lived assets. There can be no assurance, however, that market conditions will not change or demand for the Company’s products under development will continue. Either of these could result in future impairment of long-lived assets.

Business Combinations

Advertising Expenses

The Company records advertising expenses per ASC 720-35-50-1, which are expensed as they are incurred or the first time when the advertising takes place. During the three and nine months ended September 30, 2025, and 2024, there were no advertising costs incurred by the Company.

Shipping Activities

Outbound shipping changes to customers are included in “Product revenue”. Outbound shipping-related costs are included in “Costs of products sold”.

Stock-Based Compensation

We account for all share-based compensation in accordance with ASC 718-20 Stock-Based Compensation cost is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense over the requisite vesting period. There was no stock based compensation recorded for the three and nine months ended September 30, 2025, and 2024.

Income Taxes

AsWe account afor ~~result~~income oftaxes under the ~~implementation~~asset ofand ~~certain~~liability ~~provisions~~method. ofDeferred ~~ASC~~tax ~~740,~~assets ~~Income Taxes,~~and ~~(formerly~~liabilities ~~FIN~~are ~~48,~~recognized ~~Accounting~~ for ~~Uncertainty~~future intax ~~Income~~consequences attributable ~~Taxes~~to –differences Anbetween ~~Interpretation~~the financial statement carrying amounts of ~~FASB~~existing ~~Statement~~assets ~~No.~~and ~~109)~~liabilities ,and ~~(“ASC~~their ~~740”),~~respective tax ~~which~~bases. ~~clarifies~~Deferred ~~the~~tax ~~accounting~~assets and ~~disclosure~~liabilities ~~for~~are ~~uncertainty~~measured inusing enacted tax ~~positions,~~rates asexpected ~~defined. ASC~~to ~~740~~apply ~~seeks~~to taxable income in years in which the temporary differences are expected to ~~reduce~~be recovered or settled. The effect on deferred tax assets and liabilities of a change in the tax ~~diversity~~rates is recognized in ~~practice~~income ~~associated~~in ~~with~~the ~~certain~~period ~~aspects~~that ofincludes the ~~recognition~~enactment ~~and~~date. ~~measurement~~Valuation ~~related~~allowances are recorded, when necessary, to ~~accounting~~reduce ~~for~~deferred ~~income~~tax ~~taxes~~assets to the amount expected to be realized.

In 2010, the Company adopted Accounting for Uncertain Income Taxes under the provisions of ASC 740. ASC 740 clarifies the accounting for income taxes by prescribing a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. It also provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company did not recognize any additional liability for unrecognized tax benefits as a result of the adoption of ASC 740.F-30

We believe that our income tax filing positions and deductions will be sustained on audit and do not anticipate any adjustments that will result in a material change to our financial position. ThereforePOWERDYNE INTERNATIONAL, ~~no reserves for uncertain income tax positions have been recorded pursuant to ASC 740~~INC. In addition, we did not record a cumulative effect adjustment related to the adoption of ASC 740. Our policy for recording interest and penalties associated with income-based tax audits is to record such items as a component of income taxes.

~~Our~~NOTES TO ~~tax~~CONDENSED ~~provision~~CONSOLIDATED ~~determined~~FINANCIAL ~~using~~STATEMENTS an estimate of our annual effective tax rate using enacted tax rates expected to apply to taxable income in the years in which they are earned, adjusted for discrete items, if any, that are taken into account in the relevant period. Each quarter we update our estimate of the annual effective tax rate, and if our estimated tax rate changes, we make a cumulative adjustment. Taxes payable as of December 31, 2010 was zero.(UNAUDITED)

September 30, 2025, and 2024

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Income Taxes (Continued)

ASC 740, Income Taxes (“ASC 740”), which clarifies the accounting and disclosure for uncertainty in tax position, as defined, seeks to reduce the diversity in practice associated with certain aspect of the recognition and measurement related to accounting for income taxes. We adopted the provisions of ASC 740 as of January 1, 2007, and have analyzed filing positions in each of the federal and state jurisdictions where are required to file income tax returns, as well as all open tax years in these jurisdictions. We have identified the U.S. federal and Massachusetts as our “major” tax jurisdictions. With limited exceptions, we remain subject to Internal Revenue Service (“IRS”) examination of our income tax returns filed within the last three (3) years, and to Massachusetts Department of Revenue examination of our income tax returns within the last four (4) years. However, certain tax attributes carry forwards which will remain subject to review and adjustment by the relevant tax authorities until the statute of limitations closes with respect to the year in which such attributes are utilized.

We believe that our income tax filing positions and deductions will be sustained in the audit and do not anticipate any adjustments that will result in a material change to our financial position. Therefore, no reserves for uncertain tax positions have been recorded pursuant to ASC 740. Our policy for recording interest and penalties associated with income-based tax audits is to record such items as a component of income taxes.

Income taxes payable as of September 30, 2025, and December 31, 2024, were $-0-.

Financial Instruments

Level 1: Applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 3: Applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company analyzed all financial instruments with features of both liabilities and equity under the Financial Accounting Standard Board’s (“FASB”) accounting standard for such instruments. Under this standard, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

The Company’s financial instruments consisted of cash, trade accounts receivable, accounts payable and accrued expenses, advance deposit due to related party – CEO, sales tax payable, short-term loan payable, and line of credit. The estimated fair value of these financial instruments approximates its carrying amount based on the short-term maturity of these instruments.

Other Comprehensive Income

The Company has analyzed paragraphs ASC 220-10-45-1 to ASC 220-10-45-10B and none of the items recorded in the income statement would qualify as Other Comprehensive Income.

Loss per Common Share

~~Basic loss~~ Loss per common share excludes dilutive securities and is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted earnings per common share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. ~~Since~~For the ~~Company~~three ~~has~~and ~~only~~nine ~~incurred~~months ~~losses~~ended September 30, ~~basic~~2025, and ~~diluted~~2024, ~~loss~~there ~~per~~were ~~share~~no outstanding isdilutive ~~the~~securities, ~~same. As~~except ofthere ~~December~~was 312, ~~2010~~000,000 Series ~~there~~A ~~are~~Preferred noStock outstanding, ~~dilutive~~however, ~~securities~~they were not included in the calculations as they are considered anti-dilutive.

~~Page 9~~F-31

POWERDYNE INTERNATIONAL, INC.

(ANOTES TO ~~Development~~CONDENSED ~~Stage~~CONSOLIDATED ~~Company~~FINANCIAL STATEMENTS (UNAUDITED)

~~NOTES~~September 30, TO2025, ~~FINANCIAL~~and ~~STATEMENTS~~2024

December 31, 2010

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Loss per Common Share (~~continued~~Continued)

The following table represents the computation of basic and diluted losses per share:

	From Inception to
	December 31, 2010
Loss available for common shareholder	$	(146,270	)
Basic and fully diluted loss per share		(5.85	)
Weighted average common shares outstanding		25,000

Loss per share is based upon the weighted average shares of the common stock outstanding.

~~Net~~SCHEDULE ~~loss~~OF ~~per~~COMPUTATION ~~share~~OF isBASIC ~~based~~AND ~~upon~~DILUTED ~~the~~INCOME ~~weighted~~(LOSS) ~~average~~PER ~~shares of common stock outstanding.~~SHARE

Recent Accounting Pronouncements

	For the three			For the three			For the nine			For the nine
	months ended			months ended			months ended			months ended
	September 30, 2025			September 30, 2024			September 30, 2025			September 30, 2024
Net loss available for common shareholders	$	(20,429	)	$	12,821		$	(231,694	)	$	(106,217	)
Basic and fully diluted loss per share		(0.00	)		(0.00	)		(0.00	)		(0.00	)

Weighted average common shares outstanding - basic and diluted		1,884,930,584			1,884,930,584			1,884,930,584			1,884,930,584

~~In January 2010, the FASB issued amended standards that require additional fair value disclosures. These disclosure requirements are effective in two phases. In the first quarter~~ Use of ~~2010,~~Estimates ~~we adopted the requirements for disclosures about inputs~~ and valuation techniques used to measure fair value as well as disclosures about significant transfers. Beginning in the first quarter of 2011, these amended standards will require presentation of disaggregated activity within the reconciliation for fair value measurements using significant unobservable inputs (Level 3). These amended standards did not have any impact on our financial statements or disclosures.Assumptions

~~Other~~Our management ~~recent~~has ~~accounting~~made ~~pronouncements~~several ~~issued~~estimates byand ~~the~~assumptions ~~FASB~~relating ~~(including~~to ~~its Emerging Issues Task Force),~~ the ~~American~~reporting ~~Institute~~ of ~~Certified~~assets ~~Public~~and ~~Accountants,~~liabilities and the ~~United~~disclosure ~~States~~of ~~Securities~~contingent assets and ~~Exchange~~liabilities ~~Commission~~to ~~did~~prepare ~~not~~these orcondensed ~~are~~consolidated ~~not~~financial ~~believed~~statements byin ~~management~~conformity towith ~~have~~accounting aprinciples ~~material~~generally accepted ~~impact~~in on the ~~Company’s~~United ~~present~~States orof ~~future~~America. ~~financial~~Actual ~~statements~~results could differ from those estimates.

~~Page~~Recent Accounting 10Guidance Not Yet Adopted

~~POWERDYNE, INC.~~None

(ARecent Accounting ~~Development~~Guidance ~~Stage Company)~~Adopted

~~NOTES~~In November TO2023, ~~FINANCIAL~~the ~~STATEMENTS~~FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This ASU enhances the disclosures related to segment reporting for public entities. It requires entities to disclose significant segment expenses for each reportable segment, providing greater transparency in segment performance. The ASU is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating how this ASU will impact its condensed consolidated financial statements and disclosures.

In December 312023, ~~2010~~the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU enhances the transparency and decision usefulness of income tax disclosures. It is designed to provide more detailed information about an entity’s income tax expenses, liabilities, and deferred tax items, potentially affecting how companies report and disclose their income tax-related information. The ASU is effective for public business entities for annual periods beginning after December 15, 2024, including interim periods within those fiscal years. The Company is currently evaluating how this ASU will impact its condensed consolidated financial statements and disclosures.

4In November 2024, the FASB issued ASU 2024-03 “Disaggregation of Income Statement Expenses,” which requires the Company to disaggregate key expense categories such as employee compensation, depreciation and intangible asset amortization within its financial statements. ~~EQUIPMENT~~ASU 2024-03 ~~NET~~is effective for annuals periods beginning with the Company’s fiscal year 2027, and interim periods within the Company’s fiscal year 2028, with early adoption permitted. The Company is currently evaluating the impact of this ASU on its condensed consolidated financial statements and disclosures.

~~Equipment,~~The Company ~~net~~has ~~consists~~implemented ofall ~~the~~new ~~following~~accounting aspronouncements ofthat ~~December~~are ~~31,~~in ~~2010:~~effect and that may impact its consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its consolidated financial position or consolidated results of operations.

	2010
Machinery and equipment	$	21,793
Less accumulated depreciation		-
Total equipment - net	$	21,793

F-32

Machinery and equipment is stated at cost and depreciated on a straight-line basis over an estimated useful life of 10 years. The machinery and equipment is currently classified as ‘construction in process’ and it is the Company’s policy to begin depreciation once the asset is placed into service. Depreciation expense for the year ended December 31POWERDYNE INTERNATIONAL, ~~2010 amounted to zero~~INC.

5.NOTES TO ~~COMMON~~UNAUDITED ~~STOCK~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

~~Upon incorporation (inception February 2~~September 30, ~~2010)~~2025, ~~the Company authorized 75,000 no par value shares~~ and ~~issued 25,000 of these shares to its sole shareholder. As of December 31, 2010, the Company had one class of capital stock, common stock. No preferred stock was authorized and/or issued.~~2024

~~In June 2010, the Company entered into an agreement with private investors to provide working capital for the Company~~3. SUMMARY ~~Initially,~~OF ~~the~~SIGNIFICANT ~~private~~ACCOUNTING ~~investors~~POLICIES have provided the Company with $50,000 in working capital with the total amount of capital provided to be determined in exchange for a percentage of common stock available at the time of Initial Public Offering. As of December, 2010, the private investors have provided approximately $130,000 total in additional working capital.(continued)

~~6. RELATED PARTY~~Lease Accounting

~~From~~For contracts ~~time~~entered tointo ~~time,~~on ~~the~~or ~~Company~~after ~~makes~~October ~~payments~~1, ~~for~~2019, the ~~benefit~~Company ofassesses ~~its~~at ~~sole~~contract ~~stockholder,~~inception ~~which~~whether ~~are~~the ~~personal~~contract inis, ~~nature~~or contains, a aslease. ~~well~~Generally, asit ~~receives~~determines ~~payments~~that ~~from~~a ~~the~~lease ~~sole~~exists ~~stockholder~~when in(i) the ~~form~~contract ofinvolves ~~cash~~the ~~and/or~~use ~~out-~~of~~-pocket~~ ~~expenditures~~a ~~for~~distinct ~~the~~identified ~~benefit~~asset, of(ii) obtains the ~~Company,~~right ~~which~~to ~~are~~substantially ~~business~~all ineconomic ~~nature. The~~benefits ~~balance~~from use of ~~advances~~the ~~from~~asset ~~stockholder~~and ~~was~~(iii) ~~$2,975~~it ~~and~~has the ~~balance~~right ~~of advances~~ to ~~stockholder~~direct ~~was~~the ~~$4,369~~use as of ~~December~~the ~~31, 2010~~asset.

~~Page~~At the 11lease commencement date, the Company recognizes a right-of-use asset and a lease liability for all leases, except short-term leases with an original term of 12 months or less. The right-of-use asset represents the right to use the leased asset for the lease term. The lease liability represents the present value of the lease payments under the lease. The right-of-use asset is initially measured at cost, which primarily comprises the initial amount of the lease liability, plus any prepayments to the lessor and initial direct costs, such as brokerage commissions, less any lease incentives received.

~~POWERDYNE~~All right-of-use assets are periodically reviewed for impairment in accordance with standards that apply to long-lived assets. The lease liability is initially measured at the present value of the lease payments, ~~INC~~discounted using an estimate of the Company’s incremental borrowing rate for a collateralized loan with the same term as the underlying lease. The incremental borrowing rates used for the initial measurement of lease liabilities as of October 1, 2019, were based on the original lease terms.

Lease payments included in the measurement of lease liabilities consist of (Ai) ~~Development~~fixed ~~Stage~~lease ~~Company~~payments for the non-cancellable lease term, (ii) fixed lease payments for optional renewal periods where it is reasonably certain the renewal option will be exercised, and (iii) variable lease payments that depend on an underlying index or rate, based on the index or rate in effect at lease commencement. Certain of the Company’s real estate lease agreements require variable lease payments that do not depend on an underlying index or rate, such as sales and value-added taxes, the Company’s proportionate share of actual property taxes, insurance, common area maintenance, and utilities. The Company has adopted an accounting policy, as permitted by ASC 842, not to account for such payments as part of related lease payments. Consequently, such payments are recognized as operating expenses when incurred.

~~NOTES~~Lease expense TOfor ~~FINANCIAL~~operating ~~STATEMENTS~~leases consists of the fixed lease payments recognized on a straight-line basis over the lease term plus variable lease payments as incurred. Amortization of the right-of-use asset for operating leases reflects amortization of the lease liability, any differences between straight-line expense and related lease payments during the accounting period, and any impairments. Finance lease payments are allocated between a reduction of the lease liability and interest expense, and the related asset is depreciated as described under “Equipment” above.

~~December 31, 2010~~F-33

7.POWERDYNE INTERNATIONAL, ~~COMMITMENTS AND CONTINGENCIES~~INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2025, and 2024

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Revenue Recognition

As of March 6, 2022, with the acquisition of CM Tech, we recognize revenue from contracts with customers in accordance with Financial Accounting Standards Board (“FASB”) ASC Topic 606, “Revenue from Contracts with Customers” (“ASC 606”). Revenue is recognized at the point at which control of the underlying products are transferred to the customer. Satisfaction of our performance obligations occurs upon the transfer of control of products from our facilities. We consider customer purchase orders to be the contracts with a customer. All revenue is generated from contracts (or invoices) with customers.

Major Customers and Concentration of Credit Risk

The Company has two major customers, which account for approximately 95% of the balance of accounts receivable as of September 30, 2025, (December 31, 2024 - 30%) of the Company’s revenues for the nine months ended September 30, 2025 – 95% (September 30, 2024 –80%) were attributable to these same customers. The Company evaluates industry specific credit risk but does not believe that any material risk is identified that could materially impact on our results of consolidated operations and consolidated financial position.

Segment Reporting

Business Segments

The Market

We service Global Semiconductor Equipment Manufacture’s our Sales to International customers were 32% and 68% of our total sales in 2025 and 2024, respectively.

F-34

POWERDYNE INTERNATIONAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2025, and 2024

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Suppliers

We have developed a strong collaborative relationship with a select few ISO Certified component manufacturers both domestically and in Asia. These strategic relationships have been developed over the past 20 years, which ensure that we are able to maintain a steady flow of components while maintaining a high level of quality.

4. DUE TO RELATED PARTY – CEO

During the nine months ended September 30, 2025, the Company’s CEO was reimbursed $4,500 for funds advanced to the Company. The Company owes the following amount to our CEO as of September 30, 2025, $233,579 and December 31, 2024, was $238,079 respectively. The balances owed to our CEO is due on demand and therefore recorded as a current liability.

5. LOAN RELATED PARTY

From time to time, we receive payments from stockholders in the form of cash and/or out-of-pocket expenditures for the benefit of the Company, which are business in nature. On April 2, 2025, we received a noninterest bearing advance from a stockholder in the amount of $40,000, to be repaid at a later date. The balance of this advance as of September 30, 2025, was $40,000.

6. SHORT TERM LOAN PAYABLE

During the three months ended September 30, 2025, the Company entered into a debt arrangement that requires that the Company pay back $87,720.00 in 5 instalments. The first installment is due on March 15, 2026, for $43,523. Instalments two through five are to be paid on 15^th of each month for April to July 2026 in the amount of $10,880.75 each. The Company received $60,000 in cash to fund operations and incurred $9,326 in upfront interest expense at a rate of 12%. The Company will pay off the debt in the next 10 months. Additionally, the Company had to place 199,282,051 shares into escrow as collateral for the short-term loan. As of the reporting date, the Company was in full compliance of the short-term loan. In the event of default, the Company will pay a 22% interest rate.

7. LINE OF CREDIT

On May 30th, 2024, CM Technology, LLC (“CM Tech”) a wholly owned subsidiary of the Company entered into a line of credit with a financial institution that has national scope through one of their local branches. The line of credit is for a maximum of $170,000 which is collateralized and has a security interest in the deposit account or cash, inventories and trade accounts receivable of CM Tech and is due and payable on demand. Our CEO has personally guaranteed the line of credit. The Company paid a $450 documentation fee. On March 12, 2025, CM Tech was approved for an additional increase in the line of credit to $200,000. The additional increase in the line of credit does not change any terms from the original agreement as of May 30th, 2024. As of September 30, 2025, the Company has drawn $215,950 to finance working capital. The Company is not in default on the line of credit. The Company accrues monthly interest on outstanding balances at 2.5% plus the prime interest rate.

As of September 30, 2025, CM Tech has cash of $22,590, trade accounts receivable at $89,478 and inventories of $35,815 collateralized against the line of credit creating a security interest.

8. ACQUISITION OF PRIVATE COMPANY OWNED BY CEO


Cash	$	26,042
Inventory		82,588
Total Assets Acquired		108,630
Loss on acquisition of entity owned by CEO.		1,391,370

The purchase price consists of the following:
Preferred Shares		1,500,000
Total Purchase Price	$	1,500,000

The historical cost of the assets acquired includes cash and inventory at approximately $108,630. There is no impairment to the cash and inventory received.

F-35

POWERDYNE INTERNATIONAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2025, and 2024

9. ACQUISITION OF PRIVATE COMPANY OWNED BY CEO (Continued)

The pro forma information below presents statements of operations data as if the acquisition of CM Tech took place on January 1, 2020.

SCHEDULE OF STATEMENTS OF OPERATION

	Consolidated For the year Ended December 31, 2021		Consolidated For the year ended December 31, 2020

Revenues	$	1,224,290	$	985,613
Cost of Goods Sold		721,243		525,454
Gross profit	$	503,047	$	460,159
Operating expenses		265,779		245,531

Net Income	$	237,268	$	214,628

10. STOCKHOLDERS’ DEFICIT

Preferred Stock – There are 20,000,000 shares of authorized preferred stock, par value $0.0001 per share, with 2,000,000 shares issued and outstanding as of September 30, 2025 (December 31, 2024 – 2,000,000). The Series A Preferred Stock shall be entitled to have one thousand (1,000) votes per one (1) share, at each meeting of stockholders of the Corporation (or pursuant to any action by written consent) with respect to any and all matters presented to the stockholders of the Corporation for their action or consideration. The holders of Series A Preferred Stock shall vote together with the holders of Common Stock as a single class.

Common Stock – There are 3,000,000,000 shares of authorized Class A common stock, par value $0.0001 per share, with 1,884,930,584 shares issued and outstanding as of September 30, 2025, and December 31, 2024, respectively.

March 6, 2022, the Company issued 2,000,000 preferred shares to our CEO in exchange for his 100% owned private company CM Tech and Frame One. The Series A Preferred Stock shall be entitled to have one thousand (1,000) votes per one (1) share, at each meeting of stockholders of the Corporation (or pursuant to any action by written consent) with respect to any and all matters presented to the stockholders of the Corporation for their action or consideration. The holders of Series A Preferred Stock shall vote together with the holders of Common Stock as a single class.

11. COMMITMENTS AND CONTINGENCIES

Office Space

The lease requires monthly payments of $5,500, payable at the beginning of each month, with no variable payments, residual value guarantees, or purchase options. The lease does not include renewal or termination options reasonably certain to be exercised. The lease liability and ROU asset were measured at commencement using the Company’s estimated incremental borrowing rate of 10% per annum, as the rate implicit in the lease was not readily determinable.

Maturity Analysis of Lease Liability: The following table presents the undiscounted cash flows for the operating lease liability as of September 30, 2025, reconciled to the present value:

Year	Undiscounted Cash Flows		Present Value
2025 (October –Dec,)		16,500		13,338
2028 - 12 months		66,000		55,822
2028 - 12 months		66,000		62,845
2028 (Jan)		5500		5500
Total Remaining		154,000		137,305

Contractual Arrangements

On June 23, 2025, Powerdyne International Inc. (“Powerdyne International Inc.” or the “Company”) (OTCPK: PWDY) entered into an investment agreement (the “Agreement”) with GHS Investments, LLC (the “Investor”), whereby the Investor has agreed to invest up to $10,000,000 to purchase shares of our common stock. GHS Investments LLC is a Nevada limited liability company, with offices at 420 Jericho Turnpike, Suite 102, Jericho, NY 11753 (the “Investor”).

Subject to the terms and conditions of the Investment Agreement and Registration Agreement, we may, in our sole discretion, deliver a put notice to the Investor which states the dollar amount which we intend to sell to the Investor on a certain date. The amount that we shall be entitled to sell to Investor shall be equal to two hundred percent (200%) of the average daily volume (U.S. market only) of the common stock for the ten (10) trading days prior to the applicable notice date so long as such amount does not exceed a calculated dollar amount per every 10 days of $500,000. The minimum amount shall be equal to $10,000.

In connection with the Agreement, we also entered into a registration rights agreement dated June 23, 2025, whereby we agreed to file a Registration Statement on Form S-1 with the Securities and Exchange Commission within thirty (30) days of the date of the registration rights agreement and to have the Registration Statement declared effective by the Securities and Exchange Commission within ninety (90) days after we have filed the Registration Statement.

Litigation

~~During~~There are ~~the~~no ~~ordinary course of the Company’s business~~pending, itthreatened isor ~~subject~~actual tolegal ~~various~~proceedings ~~claims~~in ~~and~~which ~~litigation. Management believes that~~ the ~~outcome~~Company ~~of such claims~~ or ~~litigation~~any ~~will~~subsidiary ~~not~~is ~~have~~ a ~~material~~party ~~adverse effect on the Company’s financial position, results of operations or cash flow~~to.

~~8. SUBSEQUENT EVENTS~~F-36

~~Management has evaluated subsequent events through February 18~~DIRECTORS, EXECUTIVE ~~2011~~OFFICERS, ~~the~~AND ~~date~~CORPORATE ~~upon which the financial statements were issued.~~GOVERNANCE

~~The Company received common stock subscriptions for approximately 7,680,000 shares in return for approximately $212,500 to individual investors during the months of January, 2011~~ Directors and ~~February,~~Executive ~~2011.~~Officers

~~Page~~The following 12table sets forth the names, ages, and positions with us for each of our directors and officers as of December 31, 2024:

Name		Age				Position		Since
James F. Rourke			70			President, Secretary, CFO and Director			May 6, 2016

James F. O’Rourke serves as Chief Executive Officer and Director of the Company. He attended Lowell Technological Institute. With over thirty-five years’ experience in manufacturing from design conception to production as well as in acquisitions, mergers and managing the operational side of startup businesses, Mr. O’Rourke (the Vice Present and General Manager of SatCon Technology Corporation, the Manager of Drive Systems for its Applied Technology business unit and the Manager of its Magmotor business unit) was responsible for SatCon’s day-to-day operation and subsequently was instrumental in the formation of SatCon’s successor: SatCon Power Systems. Mr. O’Rourke then founded CM Technology (which designs and manufactures custom motors for the automotive, industrial, and robotic markets as well as high-power rotary uninterruptible power supplies (RUPS) for the distributed generation, industrial, telecommunication, cloud data center, and power quality markets). Mr. O’Rourke, who remains actively involved in CM, joined Powerdyne as a consultant in 2013 and was subsequently elected its CEO and a Director in 2014. Due to Mr. O’Rourke’s knowledge of our industry and his manufacturing experience we selected him to serve as a director.

Audit Committee

Powerdyne does not presently have an Audit Committee and the Board of Director (the “Board”) acts in such capacity for the immediate future due to the limited size of the Board. Powerdyne intends to increase the size of its Board in the future, at which time it may appoint an Audit Committee.

In lieu of an Audit Committee the Board is empowered to make such examinations as are necessary to monitor the corporate financial reporting and the external audits of Powerdyne, to provide to the Board of Director the results of its examinations and recommendations derived there from, to outline to the Board improvements made, or to be made, in internal control, to nominate independent auditors, and to provide to the Board such additional information and materials as it may deem necessary to make the Board aware of significant financial matters that require Board attention.

Compensation Committee

Powerdyne does not presently have a Nominating Committee and the Board acts in such capacity for the immediate future due to the limited size of the Board. Powerdyne intends to increase the size of its Board in the future, at which time it may appoint a Compensation Committee.

The Compensation Committee will be authorized to review and make recommendations to the Board regarding all forms of compensation to be provided to Powerdyne’s executive officers and directors, including stock compensation and bonus compensation, as well as to all employees.

Nominating Committee

Powerdyne does not have a Nominating Committee, and the Board acts in such a capacity.

Code of Conduct and Ethics

To date, we have not adopted a Code of Ethics applicable to our principal executive officer and principal financial officer because the Company has no meaningful operations. The Company does not believe that a formal written code of ethics is necessary at this time. We expect that the Company will adopt a code of ethics in the future.

Indemnification of Executive Officers and Directors

Our articles provide to the fullest extent permitted by Delaware Law, wherein our directors or officers shall not be personally liable to the Company or our stockholders for damages for breach of such directors or officers’ fiduciary duty. The effect of this provision of our articles is to eliminate our rights and the rights of our stockholders (through stockholders’ derivative suits on behalf of the Company) to recover damages against a director or officer for breach of the fiduciary duty of care as a director or officer (including breaches resulting from negligent or grossly negligent behavior), except under certain situations defined by statute. We believe that the indemnification provisions in our articles are necessary to attract and retain qualified persons as directors and officers.

Delaware corporate law provides that a corporation may indemnify a director, officer, employee or agent made a party to an action by reason of that fact that he was a director, officer employee or agent of the corporation or was serving at the request of the corporation against expenses actually and reasonably incurred by him in connection with such action if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation and with respect to any criminal action, had no reasonable cause to believe his conduct was unlawful.

CONFLICTS OF INTEREST - GENERAL

Our sole director and officer is, or may become, in his individual capacities, an officer, director, controlling shareholder, and/or partner of other entities engaged in a variety of businesses. Thus, potential conflicts of interest exist, including, among other things, time, effort, and corporate opportunity, that may arise from participation with such other business entities. While our sole officer and director of our business is engaged in business activities outside of our business, he devotes such time to our business as he believes to be necessary.

CONFLICTS OF INTEREST - CORPORATE OPPORTUNITIES

Presently, no requirement is contained in our Articles of Incorporation, Bylaws, or minutes that require officers and directors of our business to disclose to us business opportunities which come to their attention. Our officers and directors, however, have a fiduciary duty of loyalty to us to disclose to us any business opportunities that come to their attention, whether in their capacity as officers and/or directors or otherwise. Excluded from this duty would be opportunities that the person learns about through his involvement as an officer and director of another company. We have no intention of merging with or acquiring an affiliate, associate, or business opportunity from any affiliate or client of such a person.

EXECUTIVE COMPENSATION

Executive compensation during the years ended December 31, 2023, 2022, and 2021 was as follows:

			Annual		Annual		Stock				All		Annual
			Payments		Payments		And		Compensation		Other		Compensation
Name/Position	Year		Salary		Made		Options (1)		Plans		Compensation		Total

James F. O’Rourke		2024	$	110,000	$	-		-		-		-	$	110,000
Chief Executive Officer and Director		2023	$	110,000	$	-		-		-

Filing Compare · POWERDYNE INTERNATIONAL, INC.