UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended ~~September~~March 3031, ~~2025~~2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to ______________

Commission File No. 000-53259

POWERDYNE INTERNATIONAL, INC.

(Exact name of the small business issuer as specified in its charter)

Delaware

20-5572576

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

45 Main Street

North Reading, Massachusetts 01864

(Address of principal executive offices)

(401) 739-3300

(Registrant’s telephone number, including area code)

(Former name, former address, and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐☒ No ☒☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☐☒ No ☒☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

There are 1,~~884~~997,~~930~~483,~~584~~341 shares of issuer’s Common Stock outstanding as of ~~November~~May 0620, ~~2025~~2026.

TABLE OF CONTENTS

		Page No.
PART I.
Item 1. Financial Statements (Unaudited).
	Condensed Consolidated Balance Sheets as of September 30, 2025, and December 31, 2024 (Audited)	3
	Condensed Consolidated Balance Sheets as of March 31, 2026, and December 31, 2025 (Audited)	3
	Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2025, and 2024	4
	Condensed Consolidated Statements of Operations for the three months ended March 31, 2026, and 2025	4
	Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the three and nine months ended September 30, 2025, and 2024,	5
	Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the three months ended March 31, 2026, and 2025	5
	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2025, and 2024	6
	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026, and 2025	6
	Notes to Condensed Consolidated Financial Statements	7
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	1922
	Item 3. Quantitative and Qualitative Disclosures About Market Risks.	2224
	Item 4. Controls and Procedures	2225
PART II.
	Item 1. Legal Proceedings.	2326
	Item 1A. Risk Factors.	2326
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.	2326
	Item 3. Defaults Upon Senior Securities.	2326
	Item 4. Mine Safety Disclosures.	2326
	Item 5. Other Information.	2326
	Item 6. Exhibits.	2326
EXHIBIT INDEX		2326
SIGNATURES		2427

POWERDYNE INTERNATIONAL, INC.

CONDENSED CONSOLIDATED BALANCE ~~SHEET~~SHEETS

	September 30, 2025			December 31, 2024
	March 31, 2026			December 31, 2025
	(unaudited)			(audited)
ASSETS
Current Assets:
Cash	$	3124,~~183~~271		$	4547,~~579~~382
Trade accounts receivable		~~104~~4,~~467~~334			8776,~~456~~018
Inventories		5566,~~564~~182			7494,~~488~~555
Advance deposit		-			2,662
Prepaid consulting services		112,993			-
Sales tax receivable		-			9,145
Right of use asset		55,822			55,822
Right of use asset - current		54,640			-
Total current assets		263,602			273,777
Total current assets		245,854			219,330
Right of use asset - long term		54,550			68,145
Property and Equipment
Total Assets	$	318,152		$	341,922
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	$	9656,~~318~~950		$	69109,~~294~~742
Advance deposits		112,~~850~~011			-13,357
Due to related party - CEO		~~233~~273,~~579~~591			~~238~~250,~~079~~591
Sales tax payable		1,710			-
Loans related parties		64,500			40,000
Short term loan payable		87,046			-87,046
Loan related party		40,000
Sales tax payable		1,632			2,423
Line of credit		~~215~~219,~~950~~750			~~165~~219,~~500~~750
Operating lease liability - current		54,640			-
Operating lease liability		55,822			55,822
Total Current Liabilities		~~731~~771,~~092~~302			~~472~~778,~~873~~731
Operating lease liability - long term		8254,~~665~~550			-68,145
Total Liabilities	$	~~813~~825,~~758~~852		$	~~472~~846,~~873~~876
Commitments and contingencies		-			-
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
Preferred stock, $0.0001 par value, 20,000,000 shares authorized, 2,000,000 shares issued and outstanding as of March 31, 2026, and December 31, 2025		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
Common stock, $0.0001 par value, 3,000,000,000 shares authorized, 1,909,930,584 and 1,884,930,584 shares issued and outstanding as of March 31, 2026, and December 31, 2025		190,993			188,493
Additional paid-in capital		4,814,651			4,814,651
Additional paid-in-capital		4,929,651			4,814,651
Accumulated deficit		(5,~~488~~628,~~581~~543	)		(5,~~256~~508,~~887~~297	)
Total Stockholders’ Deficit		(~~485~~507,~~238~~700	)		(~~253~~504,~~543~~954	)
Total Liabilities and Stockholders’ Deficit	$	~~328~~318,~~520~~152		$	~~219~~341,~~330~~922

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

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
	months ending			months ending
	September 30, 2025			September 30, 2024			September 30, 2025			September 30, 2024
	March 31, 2026			March 31, 2025
Revenues	$	~~270~~171,~~316~~025		$	~~273~~271,~~749~~056		$	~~872,135~~		$	~~867,016~~
Cost of revenues		~~143~~131,~~315~~752			~~145~~209,~~901~~417			~~668,807~~			~~641,393~~
Gross profit		~~127~~39,~~001~~273			~~127~~61,~~848~~639			~~203,328~~			~~225,624~~
Operating expenses		~~147~~159,~~431~~520			~~115~~116,~~026~~773			~~435,022~~			~~331,841~~
Loss from operations and before
Loss from operations and before income taxes		(120,246	)		(55,134	)
income taxes		(20,429	)		12,821			(231,694	)		(106,217	)
Income tax expense		-			-
Loss from operations and before income taxes		(20,429	)		12,821			(231,694	)		(106,217	)
Net loss	$	(120,246	)	$	(55,134	)
Income tax expense		-			-			-			-
Basic and diluted loss per common share	$	(0.00	)	$	(0.00	)
Net loss	$	(20,429	)	$	12,821		$	(231,694	)	$	(106,217	)
Basic and diluted weighted average common shares outstanding		1,888,776,738			1,884,930,584
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.

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	)
Balance, December 31, 2024		2,000,000	$	200		1,884,930,584	$	188,493	$	4,814,651	$	(5,256,887	)	$	(253,544	)
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	)
December 31, 2025		2,000,000		200		1,884,930,584		188,493		4,814,651		(5,508,297	)		(504,954	)
Balance, June 30, 2025		2,000,000	$	200		1,884,930,584	$	188,493	$	4,814,651	$	(5,468,152	)	$	(464,809	)
Shares issued for services		-		-		25,000,000		2,500		115,000		-			117,500
Balance		2,000,000	$	200		1,884,930,584	$	188,493	$	4,814,651	$	(5,468,152	)	$	(464,809	)
Net loss		-		-		-		-		-		(120,246	)		(120,246	)
Net loss		-		-		-		-		-		(20,429	)		(20,429	)
Balance, March 31, 2026		2,000,000		200		1,909,930,584		190,993		4,929,651		(5,628,543	)		(507,700	)
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.

POWERDYNE INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the nine			For the nine
	For the three			For the three
	months ended			months ended
	months ending			months ending
	September 30, 2025			September 30, 2024
	March 31, 2026			March 31, 2025
Operating Activities:
Net loss	$	(~~231~~120,~~694~~246	)	$	(~~106~~55,~~217~~134	)
Adjustments to reconcile net loss to net cash used for operating activities:
Adjustments to reconcile net loss to net cash (used) in / provided by operating activities:
Non cash financing costs		27,046			-
Common stock issued for consulting services - amortization		4,507			-
Changes in operating assets and liabilities:
Trade accounts receivable		1771,~~010~~684			16(14,~~015~~727	)
Inventories		~~(18~~28,~~924~~373	)		(710,~~793~~393	)
Loan origination fee		-			(11,700	)
Accounts payable and accrued expenses		(52,792	)		(44,003	)
Accounts payable and accrued expenses		8,488			3,884
Advance deposits		(1,346	)		9,822
Advance deposits		3,339			(619	)
Sales taxes payable (receivable)		(791	)		9,145
Sales taxes payable		7,435			(5,806	)
Net cash (used) in / provided operating activities	$	(70,611	)	$	(84,504	)
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	)
Due to related party - CEO		23,000			-
Loan related party		40,000			-
Loans related parties		24,500			-
Due to CEO		(4,500	)		-
Line of credit		-			50,450
Advance to entities		-			(82,965	)
Net cash provided by financing activities	$	47,500		$	50,450
Line of credit		50,450			162,500
Net decrease in cash		(23,111	)		(34,054	)
Net cash provided by financing activities		172,996			70,754
Cash, beginning of period		47,382			45,579
Net decrease in cash		(14,304	)		(41,482	)
Cash, end of period	$	24,271		$	11,525
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	$	-		$	-
Non-cash Operating and Financing Activities:
Issuance of Common Shares for Services	$	117,500		$	-
Right of Use Asset and Operating Lease	$	-		$	172,038

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

POWERDYNE INTERNATIONAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

~~September~~March 3031, ~~2025~~2026, and ~~2024~~2025

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.

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. and Powerdyne, Inc. after the merger.

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 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.

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.

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.

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~~artists, artists, interior decorators/designers, museums, photographers, art galleries and ~~theatres~~theaters.

POWERDYNE INTERNATIONAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

~~September~~March 3031, ~~2025~~2026, and ~~2024~~2025

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.

3. SUMMARY OF ~~SIGNIFICANT~~SIGNIFCANT 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.

POWERDYNE INTERNATIONAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

~~September~~March 3031, ~~2025~~2026, and ~~2024~~2025

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~~March 3031, ~~2025~~2026, the Company had an accumulated deficit of of $5,~~488~~628,~~581~~543 (December 31, ~~2024~~2025 - $5,~~256~~508,~~887~~297). 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~~obtaining additional financing from its members or other sources, as as may be required.

The Company’s activities will necessitate significant uses of working capital beyond ~~September~~March 3031, ~~2025~~2026. 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~~conform for the current period presentation. These reclassifications have no material effect on the reported financial results.

Concentration of Credit Risk

POWERDYNE INTERNATIONAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

~~September~~March 3031, ~~2025~~2026, and ~~2024~~2025

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~~As ~~Company~~of ~~did~~March ~~not~~31, ~~have~~2026, ~~any~~and ~~cash~~December ~~equivalents~~31, as2025, ofthe ~~September~~Company ~~30,~~had ~~2025~~$24,271 and ~~December 31~~$47,382 ~~2024,~~in cash respectively held in banks.

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~~March 3031, ~~2025~~2026, and ~~2024~~2025 was $0, respectively.

The Company sometimes receives cash deposits in advance of manufacturing and shipping its products. As of ~~September~~March 3031, ~~2025~~2026, there iswas $112,~~850~~011 (December 31, ~~2024~~2025 - $213,~~662~~357 ~~(asset~~receivable)) 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, isare 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~~December 3031, 2025, and ~~December~~March 31, ~~2024~~2026, 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~~March 3031, ~~2025~~2026, and ~~2024~~2025 were $0, respectively.

POWERDYNE INTERNATIONAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

~~September~~March 3031, ~~2025~~2026, and ~~2024~~2025

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.

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 does not have any intangible assets or goodwill.

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.

POWERDYNE INTERNATIONAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

~~September~~March 3031, ~~2025~~2026, and ~~2024~~2025

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

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 three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026, and ~~2024~~2025, 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~~The ~~was~~Company norecognized $4,507 in stock based compensation ~~recorded~~ related to shares issued to consultants for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026, and ~~2024~~zero for the three months ended 2025, respectively.

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 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 the 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.

POWERDYNE INTERNATIONAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

~~September~~March 3031, ~~2025~~2026, and ~~2024~~2025

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~~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 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~~March 3031, ~~2025~~2026, and December 31, ~~2024~~2025, ~~were~~was $-0-.

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 ~~analyzed~~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, ~~trade~~ accounts receivable, intangible assets – cryptocurrency, accounts payable and accrued expenses, advance deposit , due to related party – CEO, ~~sales~~ales tax payable, and 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

Loss per common share excludes dilutive securities and is computed by dividing net loss by the weighted average number of common shares ~~outstanding~~ 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. For the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026, and ~~2024~~2025, there were no outstanding dilutive securities, except as of March 31, 2026, and 2025, there ~~was~~were 2,000,000 Series A Preferred Stock outstanding, however, they were not included in the calculations as they are considered anti-dilutive.

POWERDYNE INTERNATIONAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

~~September~~March 3031, ~~2025~~2026, and ~~2024~~2025

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Loss per Common Share (Continued)

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

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

SCHEDULE OF COMPUTATION OF BASIC AND DILUTED ~~INCOME~~LOSSES ~~(LOSS)~~ PER SHARE

	For the three			For the three			For the nine			For the nine
	For the three months ending March 31, 2026			For the three months ending March 31, 2025
	months ended			months ended			months ended			months ended
Loss available for common shareholder	$	(120,246	)	$	(55,134	)
	September 30, 2025			September 30, 2024			September 30, 2025			September 30, 2024
Basic and fully diluted loss per share	$	(0.00	)	$	0.00
Net loss available for common shareholders	$	(20,429	)	$	12,821		$	(231,694	)	$	(106,217	)
Weighted average common shares outstanding - basic and diluted		1,888,776,738			1,884,930,584
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

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 condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America. Actual results could differ from those estimates.

Recent Accounting Guidance Not Yet Adopted

None

Recent Accounting Guidance Adopted

In ~~November~~July ~~2023~~2025, the FASB issued ASU ~~2023~~2025-0705, ~~Segment~~Financial ~~Reporting~~Instruments—Credit Losses (Topic ~~280~~326): ~~Improvements~~Measurement toof ~~Reportable~~Credit ~~Segment~~Losses ~~Disclosures~~for Accounts Receivable and Contract Assets. This ASU ~~enhances~~provides ~~the~~a ~~disclosures~~practical ~~related~~expedient (available to ~~segment~~all ~~reporting~~entities) ~~for~~that ~~public~~allows ~~entities.~~an Itentity ~~requires~~to ~~entities~~assume tocurrent conditions ~~disclose~~as ~~significant~~of ~~segment~~the ~~expenses~~balance sheet date will remain unchanged over the remaining life of the asset when developing reasonable and supportable forecasts for ~~each~~estimating ~~reportable~~expected ~~segment,~~credit ~~providing~~losses ~~greater~~on ~~transparency~~current inaccounts ~~segment~~receivable ~~performance~~and current contract assets arising from Topic 606 revenue transactions. ~~The~~For ~~ASU~~entities other than public business entities, it also permits an accounting policy election (if the practical expedient is ~~effective~~elected) ~~for~~to ~~fiscal~~consider ~~years~~subsequent ~~beginning~~cash collections after ~~December~~ ~~15,~~the ~~2023,~~balance ~~and~~sheet ~~for~~date ~~interim~~when ~~periods~~estimating ~~within~~expected ~~fiscal~~credit ~~years~~losses. The ASU is effective for annual reporting periods beginning after December 15, ~~2024.~~2025 ~~Early~~(including ~~adoption~~interim isperiods therein), with early adoption permitted. The ~~Company~~ isadoption ~~currently~~did ~~evaluating~~not ~~how~~have ~~this~~a ~~ASU~~material ~~will~~ impact ~~its~~on the Company’s condensed consolidated financial statements ~~and disclosures~~.

In ~~December~~November ~~2023~~2024, the FASB issued ASU ~~2023~~2024-0904, ~~Income~~Debt—Debt ~~Taxes~~with Conversion and Other Options (~~Topic~~Subtopic ~~740~~470-20): ~~Improvements~~Induced toConversions of ~~Income~~Convertible ~~Tax~~Debt ~~Disclosures~~Instruments. This ASU ~~enhances~~ clarifies the ~~transparency~~requirements ~~and~~for ~~decision~~determining ~~usefulness~~whether a settlement of ~~income~~a ~~tax~~convertible ~~disclosures~~debt instrument should be accounted for as an induced conversion (versus a debt extinguishment). ItKey isclarifications ~~designed~~include: to(i) ~~provide~~the ~~more~~inducement ~~detailed~~offer must ~~information~~preserve ~~about~~the anform ~~entity~~and amount of consideration issuable under the existing debt instrument’s conversion privileges (assessed ~~income~~as ~~tax~~of ~~expenses~~the offer acceptance date), ~~liabilities~~(ii) application to instruments with cash conversion features, and ~~deferred~~(iii) ~~tax~~use ~~items,~~of ~~potentially~~terms ~~affecting~~existing ~~how~~12 ~~companies~~months prior ~~report~~to ~~and~~the ~~disclose~~offer ~~their~~acceptance ~~income~~date ~~tax-related information~~if a recent modification occurred. The ASU is effective for ~~public business entities for~~ annual reporting periods beginning after December 15, ~~2024,~~2025 (including interim periods), ~~within~~with ~~those~~early ~~fiscal~~adoption ~~years~~permitted (if ASU 2020-06 has been adopted). The Company isadopted ~~currently~~this ASU. ~~evaluating~~Management ~~how~~does ~~this~~not ~~ASU~~expect ~~will~~the adoption to have a material impact ~~its~~on the Company’s condensed consolidated financial statements unless ~~and~~it ~~disclosures~~engages in induced conversions of convertible debt.

In ~~November~~December ~~2024~~2023, the FASB issued ASU ~~2024~~2023-0309, ~~“Disaggregation~~Income ofTaxes (Topic 740): Improvements to Income ~~Statement~~Tax ~~Expenses,”~~Disclosures. ~~which~~This ASU requires ~~the Company~~enhanced todisclosures, ~~disaggregate~~including: ~~key~~(i) a tabular rate reconciliation disaggregating income tax expense (or benefit) into eight specific categories (with ~~such~~further asdisaggregation ~~employee~~for ~~compensation,~~certain ~~depreciation~~items ~~and~~meeting ~~intangible~~a ~~asset~~5% ~~amortization~~quantitative ~~within~~threshold) ~~its~~for ~~financial~~public business entities, and (ii) disaggregated ~~statements.~~information ~~ASU~~about ~~2024~~income taxes paid by jurisdiction. Non-03public isentities ~~effective~~may elect qualitative disclosure for ~~annuals~~the ~~periods~~rate ~~beginning~~reconciliation. For ~~with~~entities ~~the~~other ~~Company’s~~than ~~fiscal~~public ~~year~~business ~~2027~~entities, ~~and~~the ~~interim~~ASU is effective for annual periods ~~within the~~beginning ~~Company’s~~after ~~fiscal~~December ~~year~~15, ~~2028~~2025, with early adoption permitted. The ~~Company~~amendments ismay ~~currently~~be ~~evaluating~~applied ~~the~~prospectively ~~impact~~or ofretrospectively. The Company has adopted this ASU. onThe ~~its~~adoption did not have a material impact on the Company’s condensed consolidated financial ~~statements~~position ~~and~~or results of operations but will expand income tax footnote disclosures.

~~The~~Management has reviewed other ASUs issued through Q1 2026 (or effective in 2026), including various codification improvements and targeted updates on hedge accounting, financial instruments, and other topics. The Company has implemented all the new accounting pronouncements that are in effect and that may impact its condensed 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 condensed consolidated financial position or consolidated results of operations.

POWERDYNE INTERNATIONAL, INC.

NOTES TO ~~UNAUDITED~~ CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

~~September 30~~March 31, ~~2025~~2026, and ~~2024~~2025

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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 ~~non-cancellable~~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 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.

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.

POWERDYNE INTERNATIONAL, INC.

NOTES TO ~~UNAUDITED~~ CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

~~September 30~~March 31, ~~2025~~2026, and ~~2024~~2025

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 through its CM Tech division has two major customers, which account for approximately 95% of the balance of accounts receivable as of ~~September~~March 3031, ~~2025~~2026, (December 31, ~~2024~~2025 - 30%) of the Company’s revenues for the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026 – 9590% (~~September~~March 3031, ~~2024~~ 2025 –8095%) 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.

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.

Business Segments

The Market

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

POWERDYNE INTERNATIONAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

~~September~~March 3031, ~~2025~~2026, and ~~2024~~2025

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. With these relationships

4. DUE TO RELATED PARTY – CEO

During the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026, the Company’s CEO ~~was~~provided ~~reimbursed~~ $423,~~500 for funds advanced~~ 000 to ~~the~~fund ~~Company~~our operations. The Company owes the following ~~amount~~amounts to our CEO as of ~~September~~March 3031, ~~2025~~2026, $~~233~~273,~~579~~ 591 and December 31, ~~2024~~2025, ~~was~~ $~~238~~250,~~079~~ 591 respectively. The balances owed to our CEO isare 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~~March 3031, 2025, was $40,000.

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 March 3 and March 25, 2026, we received 2 noninterest bearing advances from a stockholder in the amount of $3,000 and $21,500, to be repaid at a later date. The balance of this advance as of March 31, 2026, was $24,500. The total balance as of March 31, 2026, was $64,500.

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~~ instalment is due on March 15, 2026, for $43,523. Instalments two through five are to be paid on 15th 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.

The Company did not make the March 15, 2026, payment. On March 31, 2026, the Company received written notice of default from counsel to 1800 Diagonal Lending LLC. Under Section 3.1 of the note, an Event of Default occurs only if the breach continues for five (5) days after written notice. As of March 31, 2026, the five-day cure period had not yet expired. As of May 11, 2026, the Company confirmed with 1800 Diagonal Lending LLC that the outstanding obligation recorded at the default amount has been fully paid off.

Default Interest at 22% per annum began accruing on the unpaid amount from March 15, 2026. Approximately $839 of Default Interest was accrued for the period March 15–31, 2026.

POWERDYNE INTERNATIONAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

March 31, 2026, and 2025

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~~220,000. 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~~March 3031, ~~2025~~2026, the Company has drawn $~~215~~219,~~950~~ 750 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~~March 3031, ~~2025~~2026, CM Tech has cash of $227,~~590~~973, trade accounts receivable at $893,~~478~~655 and inventories of $3540,~~815~~855 collateralized ~~against~~ against the line of credit creating a security interest.

8. 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 Interests”). The Membership Interest is 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.

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, artists, interior decorators/designers, museums, photographers, art galleries and ~~theatres~~theaters.

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.

1718

POWERDYNE INTERNATIONAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

~~September~~March 3031, ~~2025~~2026, and ~~2024~~2025

98. ACQUISITION OF THE 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

109. 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~~March 3031, ~~2025~~2026 (December 31, ~~2024~~2025 – 2,000,000). The Series A Preferred Stock shall be entitled to have one ~~thousand~~ 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~~ with respect to any and all matters presented to the stockholders of the Corporation for their action or consideration. The holders of ~~Series~~ Series A Preferred Stock shall vote together with the holders of Common Stock as a single class.

Common Stock - 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 – There are 3,000,000,000 shares of authorized Class A common stock, par value $0.0001 per share, with 1,~~884~~909,930,584 ~~shares~~ shares issued and outstanding asMarch ~~of September 30~~31, ~~2025~~2026, and 1,884,930,584 December 31, ~~2024~~2025, 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.~~Stock ~~COMMITMENTS~~issued ~~AND~~for ~~CONTINGENCIES~~services.

On March 17, 2026, the Company hired a company to render corporate relations, advisory and market awareness campaign for 25 million restricted shares for a one-year contract.

The Company recorded $117,500 as prepaid consulting services for the 25,000,000 shares issued to third party consultants, which was the fair value of the closing price of the shares on the date of issuance. The prepaid consulting services will be amortized over the twelve-month term of the agreement, the amortization commenced on March 17, 2026. During the three months ended March 31, 2026, the Company recognized $4,507 of share-based compensation.

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.

POWERDYNE INTERNATIONAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

March 31, 2026, and 2025

10. 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 Febuary1, 2025 is 36 months expiring January 31, 2028.

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~~March 31, 302026, ~~2025,~~ reconciled to the present value:

Year	Undiscounted Cash Flows		Present Value
2025 (October –Dec,)		16,500		13,338
2026 - 9 months	$	49,500	$	42,227
2028 - 12 months		66,000		55,822
2027 - 12 months		66,000		62,645
2028 - 12 months		66,000		62,845
2028 - 1 month		5,500		5,500
2028 (Jan)		5500		5500
Total Remaining	$	121,000	$	110,372
Total Remaining		154,000		137,305

The current portion of the operating lease liability as of March 31, 2026, is $55,822 (December 31, 2025 - $55,822).

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.

POWERDYNE INTERNATIONAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

March 31, 2026, and 2025

10. COMMITMENTS AND CONTINGENCIES (Continued)

On March 17, 2026, the company hired Transcontinental Partners LLC to render corporate relations, advisory and market awareness campaign for 25 million restricted shares for a one-year contract.

The Company recorded $117,500 as prepaid consulting services for the 25,000,000 shares issued to third party consultants, which was the fair value of the closing price of the shares on the date of issuance. The prepaid consulting services will be amortized over the twelve-month term of the agreement, which commenced on March 17, 2026. During the three months ended March 31, 2026, the Company recognized $4,507 of share-based compensation.

Litigation

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

1811. SUBSEQUENT EVENT

On April 22, 2026, we issued a Common Stock Purchase Warrant with Quick Capital, LLC a Wyoming limited liability company with an office located at 66 West Flagler Street900- # 2292 Miami, FL 33130 (the “Investor”), or the “Selling Security Holder”.

This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the funding of that certain convertible promissory note dated April 22, 2026, in the original principal amount of $71,022.72 issued by the Company (as defined below) to the Lender (as defined below) (the “Note”), Quick Capital, LLC, a Wyoming limited liability company (the “Lender” and including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time during the Exercise Period, to purchase from POWERDYNE INTERNATIONAL, INC., a Delaware corporation (the “Company”), up to 3,551,136 shares of Common Stock (as defined below) (the “Warrant Shares”) at the Exercise Price per share then in effect. The number of Warrant Shares for which this Warrant may be exercised is subject to adjustment in accordance with the terms hereof. This Warrant is issued by the Company as of the Issuance Date pursuant to the note purchase agreement dated April 22, 2026, between the Company and the Lender (the “Purchase Agreement”).

Capitalized terms used in this Warrant shall have the meanings set forth in the Purchase Agreement unless otherwise defined in the body of this Warrant or in Section 12 below. For purposes of this Warrant, the term “Exercise Price” shall mean) $0.01 per share subject to adjustment as provided herein (including but not limited to cashless exercise), and the term “Exercise Period” shall mean the period commencing on the Issuance Date and ending on 5:00 p.m. Eastern Standard Time on the five-year anniversary of such date.

On September 12, 2025, the Company issued a convertible promissory note in the principal amount of $77,720 for cash proceeds of $67,000. The note bears a one-time 12% interest charge and requires five fixed payments totaling $87,046, with the first payment of $43,523 due March 15, 2026.

The Company did not make the March 15, 2026, payment. On March 31, 2026, the Company received written notice of default from counsel to 1800 Diagonal Lending LLC. Under Section 3.1 of the note, an Event of Default occurs only if the breach continues for five (5) days after written notice. As of March 31, 2026, the five-day cure period had not yet expired. On May 11, 2026, the Company confirmed with 1800 Diagonal Lending LLC that the outstanding obligation recorded at the default amount has been fully paid off.

Default Interest at 22% per annum began accruing on the unpaid amount from March 15, 2026. Approximately $839 of Default Interest was accrued for the period March 15–31, 2026. On April 29, 2026, Jim O’Rourke, the Company’s Chief Executive Officer, passed away. The Company is in the process of implementing its succession plan and evaluating the impact, if any, on its operations and financial results.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

WeOn ~~are~~April an29, ~~operating~~2026, ~~company~~Jim ~~which~~O’Rourke, ~~has~~the ~~experienced~~Company’s ~~losses~~Chief ~~since~~Executive ~~our~~Officer, ~~inception~~passed away. ~~Our~~The ~~sources~~Company ofis ~~cash~~in tothe ~~date~~process ~~have~~of ~~been~~implementing its ~~capital~~succession ~~invested~~plan ~~by shareholders~~ and ~~venture~~evaluating ~~capital~~the ~~investors/lenders.~~impact, Onif ~~March 6~~any, ~~2022,~~on ~~the~~its ~~Company~~operations ~~acquired CM Tech~~ and ~~received~~financial ~~$1,207,168 in revenue from the new operation through to the end of December 31, 2022~~results.

We are an operating company which has experienced losses since our inception. Our sources of cash to date have been capital invested by shareholders and venture capital investors/lenders. On March 6, 2022, the Company acquired CM Tech and received $1,207,168 in revenue through to the end of December 31, 2022.

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, artists, interior decorators/designers, museums, photographers, art galleries and ~~theatres~~theaters.

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 ~~offers~~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.

The following discussion contains forward-looking statements, as discussed above. Please see the sections entitled “Forward-Looking Condensed Statements” and “Risk Factors” for a discussion of the uncertainties, risks and assumptions associated with these forward-looking statements.

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.

1922

Results of Operations - The three months ended ~~September~~March 3031, ~~2025~~2026, compared to the three months ended ~~September~~March 3031, ~~2024~~2025:

Revenues

During the three months ended ~~September~~March 3031, ~~2025~~2026, we generated $~~270~~171,~~316~~025 in revenue, and during the three months ended ~~September~~March 3031, ~~2024~~2025, we ~~generated~~ generated $~~243~~271,~~749~~056 in revenue. ~~There~~Revenues ~~has~~for ~~been~~CM anTech, ~~overall~~LLC ~~slowdown~~decreased by approximately $100,031 due to the ~~ongoing~~threat ~~tariff~~of tariffs and economic uncertainty during the first quarter of 2026. Although management expects revenues to increase for CM Tech through the end of 2026. Revenues for Frame One LLC were relatively flat for the three months ended for March 31, 2026, compared to the three months ended March 31, 2025.

Cost of Revenues

During the three months ended ~~September~~March 3031, ~~2025~~2026, we incurred $~~143~~131,~~315~~752 in cost of revenues, and during the three months ended ~~September~~March 3031, ~~2024~~ 2025, we generated $~~145~~209,~~901~~417 in cost of revenues. The cost of revenue decreased consistently with the decrease in revenues.

Gross Profit

During the three months ended ~~September~~March 3031, ~~2025~~2026, we generated $~~127~~39,~~001~~273 in gross profits, and during the three months ended ~~September~~March 3031, ~~2024~~2025, we we generated $~~127~~61,~~848~~639 in gross profit. Gross profit ~~increased~~margin ~~relatively~~was inconsistent ~~line~~at ~~with~~approximately 23% compared to the ~~increase~~three inmonths ~~revenues~~ended March 31, 2026.

Operating expenses

During the three months ended ~~September~~March 3031, ~~2025~~2026, total operating expenses increased ~~slightly~~ to $~~147~~159,~~431~~520 from $~~115~~116,~~026~~773 for the three months ended ~~September~~March 3031, ~~2024~~2025. The increase is due to additional expenses for completing various financing agreements.

For the three months ended ~~September~~March 3031, ~~2025~~2026, the Company had a net loss of $20120,~~429~~246 and for ~~September~~March 3031, ~~2024~~2025, there was a ~~profit~~loss of $1255,~~821~~134, respectively. ~~The~~We ~~loss~~expect isthat ~~due~~the Company will continue to angenerate ~~increase~~increases in ~~expenses~~revenues ~~compared~~so that we become profitable and cash flow positive by acquiring new customers and / or adding increased sales to ~~the~~existing ~~2024~~customers. ~~quarter~~However, ~~for~~there ~~the~~is ~~same~~no ~~three-month~~guarantee ~~period~~that we can achieve these results.

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.

CM Tech generated $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.

Cost of Revenues

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.

Gross Profit

During the 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.

Operating expenses

During the nine months ended September 30, 2025, total operating expenses increased to $435,022 from $331,841 for the nine months ended September 30, 2024.

For the nine months ended September 30, 2025, the Company had a net loss of $231,694 and for September 30, 2024, there was a loss of $106,217, respectively.

Liquidity and Capital Resources

As of ~~September~~March 3031, ~~2025~~2026, and December 31, ~~2024~~2025, we had working capital deficits of $~~485~~507,~~238~~700 and $~~253~~504,~~543~~954, respectively.

For the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026, we had a $1423,~~304~~111 decrease in cash ~~from~~compared to the year-ended December 31, ~~2024.~~2025, ~~During~~due ~~the~~to ~~comparative~~continued ~~nine~~economic ~~months~~uncertainty ~~ended~~and ~~September~~approximately 30$100,000 ~~2024,~~decrease wein ~~had~~revenues aat ~~$41,482~~CM ~~decrease~~Tech.

	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

The decrease in cash flow from operations of approximately $14,000 is consistent with the decrease in cash and decrease in revenues at CM Tech.

~~The~~Financing tariff uncertainty has slowed collections from our largest clients and sales orders. We have offset this slowdown in cash flow from operations by utilizing our line of credit, obtaining financing from related parties and by seeking third party financing. The Company has added new customers that will commence orders in early 2026 and is working to raise additional capital from third parties. The Company is working on identifying acquisition targets that can increase future cash flows.Activities:

21On 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 $220,000. The additional increase in the line of credit does not change any terms from the original agreement as of May 30th, 2024. As of March 31, 2025, the Company has drawn $220,000 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.

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.23

As of ~~September~~March 3031, ~~2025~~2026, CM Tech has cash of $227,~~589~~973, trade accounts receivable at $893,~~478~~655 and inventories of $3540,~~815~~855 collateralized ~~against~~ against the line of credit creating a security interest.

On March 23, 2026, the Company hired a company to render corporate relations, advisory and market awareness campaign for 25 million restricted shares for a one-year contract.

The Company did not make the March 15, 2026, payment. On March 31, 2026, the Company received written notice of default from counsel to 1800 Diagonal Lending LLC. Under Section 3.1 of the note, an Event of Default occurs only if the breach continues for five (5) days after written notice. As of March 31, 2026, the five-day cure period had not yet expired. On May 11, 2026, the Company confirmed with 1800 Diagonal Lending LLC that the outstanding obligation recorded at the default amount has been fully paid off.

On March 3 and March 25, 2026, we received 2 noninterest bearing advances from a stockholder in the amount of $3,000 and $21,500, to be repaid at a later date. The balance of this advance as of March 31, 2026, was $24,500.

During the three months ended March 31, 2026, the Company’s CEO provided $23,000 to fund our operations.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is deemed by our management to be material to investors.

Recent Accounting Pronouncements

Refer to Note 3 of our condensed consolidated financial statements for recent accounting pronouncements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As of ~~September~~March 3031, ~~2025~~2026, we did not participate in any market risk-sensitive commodity instruments for which fair value disclosure would be be required. We believe we are not subject in any material way to other forms of market risk, such as foreign currency exchange risk or or foreign customer purchases or commodity price risk. We believe we are not subject in any material way to other forms of market risk, such as foreign currency exchange risk or foreign customer purchases or commodity price risk.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15(b) of the Securities Exchange Act of 1934 (“Exchange Act”) as of the end of the period covered by this report. Based on that evaluation, our principal executive and principal financial officers concluded that our disclosure controls and procedures as of the end of the period covered by this report were effective such that the information required to be disclosed by us in reports filed under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

Internal Control over Financial Reporting.

a) Management’s Annual Report on Internal Control over Financial Reporting. Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) for the Company. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States. Because of its inherent limitations, internal control over financial reporting may not prevent nor detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.

Our internal controls framework is based on the criteria set forth in the Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and includes those policies and procedures that: (i) Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; (ii) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Based on such criteria, our management, with the participation of our principal executive and principal financial officer, evaluated the effectiveness of our internal control over financial reporting and concluded that it was effective as of December 31, ~~2024~~2025.

As a smaller reporting company, management’s assessment of our internal control over financial reporting is not subject to attestation by our independent registered public accounting firm and as such, no attestation was performed by our independent registered public accounting firm.

b) Changes in Internal Control over Financial Reporting. There has been no change in our internal control over financial reporting that occurred in our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

2225

PART II

ITEM 1. LEGAL PROCEEDINGS

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

ITEM 1A. Risk Factors

As a “smaller reporting company”, we are not required to provide this information under this item pursuant to Regulation S-K

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

~~None~~On March 17, 2026, the Company issued 25,000,000 restricted common shares for consulting services (valued at $117,500 and recorded as prepaid consulting services). The transaction is recorded and disclosed in the financial statements, including the statements of changes in stockholders’ deficit, the balance sheet, statements of operations and the statement of cash flows. It is also disclosed in the notes to the financial statements under Note 9 and 10.

COMMON STOCK

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable

ITEM 5. OTHER INFORMATION

None

Item 6. Exhibits.

(a) Exhibits.

Exhibit		Item

31.1*		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002

32.1*		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith.

2326

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	POWERDYNE INTERNATIONAL, INC.
Dated: November 07, 2025	By:	/s/ James F. O’Rourke
Dated: May 20, 2026	By:	/s/ Tony Carchide
		Chief Executive Officer
		President and Chief Financial Officer
		(Principal Executive Officer)

2427

Filing Compare · POWERDYNE INTERNATIONAL, INC.